This guide discusses important themes and trends for the coming annual reporting season. It also includes a “housekeeping checklist” designed to assist you as you prepare your annual report.
ANNUAL CYBERSECURITY...more
12/24/2024
/ Annual Reports ,
Artificial Intelligence ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
EU ,
Form 10-K ,
Form 20-F ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sustainable Business Practices
This guide discusses important themes from the 2024 proxy season and developing trends we are monitoring for 2025. It also includes a “housekeeping checklist” designed to assist you as you prepare your proxy statement.
For...more
12/24/2024
/ Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Non-GAAP Financial Measures ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Task Force on Climate-related Financial Disclosures (TCFD)
The shocking murder of Brian Thompson, the Chief Executive Officer of UnitedHealthcare, while walking to an investor meeting in New York City on December 4, 2024, has caused many boards of directors and executive teams to...more
It has been three proxy seasons since the CEO pay ratio became the mandatory disclosure for most U.S. public companies. The CEO pay ratio rules allow a registrant to use the same median employee for comparison purposes for up...more
Board Oversight Disclosure. Over the past several years, companies have increasingly used their proxy statements to communicate how their boards have exercised oversight over key matters. We expect this trend to accelerate in...more
11/15/2019
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Guidance Update ,
Institutional Shareholder Services (ISS) ,
Investment Adviser ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC)
On December 18, 2018, the Securities and Exchange Commission (SEC) approved long-awaited final rules implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Consistent with the proposed...more
12/28/2018
/ Clawbacks ,
Dodd-Frank ,
Hedging ,
Incentive Compensation ,
Pay-for-Performance ,
Proposed Regulation ,
Proxy Statements ,
Public Disclosure ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
’Tis the season, and no, we do not mean the holiday season. Although it may seem like you just filed your 2018 proxy, the 2019 proxy season is upon us. This quick reference guide, which is intended to supplement Shearman &...more
12/21/2018
/ Board of Directors ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Diversity ,
Executive Compensation ,
Glass Lewis ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals