News & Analysis as of

Comment Period Shareholders Corporate Governance

McDermott Will & Emery

SEC hosts roundtable on executive compensation disclosure requirements

McDermott Will & Emery on

On June 26, 2025, the US Securities and Exchange Commission (SEC) hosted a roundtable attended by issuers, institutional investors, third-party advisors, and industry groups to discuss potential updates to current executive...more

Maynard Nexsen

COSO and NACD Publish a Proposed Corporate Governance Framework

Maynard Nexsen on

On May 27, 2025, the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), in collaboration with the National Association of Corporate Directors (“NACD”), released and is inviting public comment on an...more

Troutman Pepper Locke

Executive Compensation Disclosures Are Back on the (Round)table at the SEC

Troutman Pepper Locke on

The SEC announced on May 16 that it will host a roundtable discussion with representatives from public companies, compensation consultants, lawyers, investors, and other stakeholders on the topic of executive compensation...more

Wilson Sonsini Goodrich & Rosati

ISS and Glass Lewis Launch Annual Policy Surveys

On August 1, 2024, ISS Governance (ISS) announced the launch of its Annual Benchmark Policy Survey. The survey results will inform ISS’s policy development for 2025 and beyond. For the U.S. market, the survey solicits views...more

WilmerHale

SEC Revisits Shareholder Proposal Rule

WilmerHale on

The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more

Morgan Lewis

SEC’s Proposed Rule 14a-8 Amendments Further Signal Support for Inclusion of Shareholder Proposals in Proxy Statements

Morgan Lewis on

The US Securities and Exchange Commission on July 13 proposed amendments to the shareholder proposal rule, which governs the process for including or excluding a shareholder proposal in a company’s proxy statement....more

BCLP

2022 Proxy Season - Quick Hits

BCLP on

Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more

Mayer Brown Free Writings + Perspectives

Legal Update: SEC Proposes Changes to Rule 14a-8 – the Shareholder Proposal Process

On November 5, 2019, the US Securities and Exchange Commission proposed several amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The proposed amendments are intended to “recognize the...more

Bass, Berry & Sims PLC

SEC Proposes to Modernize Shareholder Proposal Thresholds and Certain Procedural Elements of Rule 14a-8

Bass, Berry & Sims PLC on

On November 5, the Securities and Exchange Commission (SEC) in a 3-2 decision voted to propose amendments to rules governing shareholder proposals in companies’ proxy statements. These proposed amendments – which seek to...more

Dorsey & Whitney LLP

SEC Adopts Proposed Rules for Procedural Requirements and Resubmission Thresholds for Shareholder Proposals and Exemptions from...

Dorsey & Whitney LLP on

At the Securities and Exchange Commission’s (the “Commission”) open meeting yesterday, the Commissioners approved two new proposed rules in their ongoing efforts to modernize proxy solicitation and shareholder proxy access,...more

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