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The 2025 proxy season was marked by policy changes, a shifting regulatory landscape, market volatility and other factors. Our presenters will provide an overview of the material developments and trends that emerged during the...more
As the 2025 proxy season ends, public companies have had to navigate a more nuanced and demanding disclosure environment. New disclosure requirements, such as Item 402(x) of Regulation S-K, and increased scrutiny of—and...more
In this episode of the Above Board podcast, host Scott Lesmes is joined by Morrison Foerster partner and former SEC Division of Corporation Finance staffer Ryan Adams to recap major trends from the 2025 proxy season. They...more
With Delaware’s officer exculpation law now in its third proxy season, how are companies faring at the ballot box? In this week’s blog, my colleague Lenin Lopez offers insight into what’s working, what’s not, and how...more
During the proxy season, everyone’s flat out soliciting votes, so investors are jammed up, and they’ll be available for engagement only if there’s something very specific to your annual meeting that’s important enough to them...more
In this recent podcast, Trends and takeaways from the 2025 proxy season, KPMG Board Leadership Center (BLC) Senior Advisor Stephen Brown and Freshfields Partner Pamela Marcogliese discuss shareholder proposal trends and...more
Proxy voting trends and outcomes, shareholder engagement, activism, and lessons for boards. KPMG Board Leadership Center Senior Advisor Stephen Brown and Freshfields Partner Pamela Marcogliese share their takeaways for...more
Almost overnight, generative artificial intelligence (GenAI) has become ubiquitous in numerous aspects of life, both personal and work-related. Nearly all major law firms have begun to explore and, in many instances, have...more
Glass Lewis, a leading proxy advisory firm, recently released a preview of changes to its pay-for-performance model that will take effect for the 2026 proxy season. Glass Lewis’ announcement, which is modest in terms of...more
The 2025 proxy season (July 1, 2024 – June 20, 2025, meetings) concluded with a significant drop in the volume of shareholder proposals from the 2024 proxy season’s record high, as environmental and social (E&S) proposals...more
Last week, Glass Lewis issued the client communication below previewing changes to its quantitative pay-for-performance (P4P) model that will become effective for shareholder meetings starting in 2026. The announcement...more
If you’re attending the ‘Society of Corporate Governance’ Conference in Colorado in a few weeks, look for one of our Cooley people – including me – so that you can procure one of our nifty “proxy season wristbands.” You can...more
In the latest episode of the Mintz On Air: Practical Policies podcast, Member Jen Rubin is joined by Member Anne Bruno to discuss public company DEI reporting in today’s evolving federal legal landscape. This episode is part...more
Join us for the next KPMG Board Leadership Center quarterly webcast as we discuss trends from the 2025 proxy season. Topics to be discussed include: - A look at proxy voting trends and outcomes - The board’s story and...more
As we previously addressed here, on February 12, 2025, the Staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance published Staff Legal Bulletin 14M (“SLB 14M”). Among other things, SLB 14M...more
Proxy advisors, and specifically ISS and Glass Lewis, are in the business of advising asset managers on whether to vote for or against the thousands of director nominees and proposals that are presented to shareholders each...more
Since the beginning of the year, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance staff (Corp Fin Staff) has issued several important statements and interpretations, including a Staff Legal...more
For those who use “March Madness” to describe proxy season rather than basketball, they'll immediately know that the “economic relevance” exclusion under Rule 14a-8(i)(5) is something of a lore in the SEC's shareholder...more
Item 402(x) of Regulation S-K, introduced by the U.S. Securities and Exchange Commission (SEC) on Dec. 14, 2022, and effective for 2024 proxy statements, requires that public companies disclose detailed information about...more
The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule 14a-8....more
The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of...more
The intense focus on diversity, equity, and inclusion (DEI) following executive orders from President Donald Trump earlier this year are shifting the balance of pro- and anti-DEI proposals compared to the full 2024 proxy...more
On February 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) issued Staff Legal Bulletin No. 14M (“SLB 14M”), which rescinds in part...more
Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more