News & Analysis as of

Securities and Exchange Commission (SEC) Shareholder Meetings Proxy Statements

Skadden, Arps, Slate, Meagher & Flom LLP

Activists Say ‘Yes’ to ‘Vote No’ Campaigns in 2025

Withhold campaigns are not new. However, according to Diligent Market Intelligence, 33 distinct activist withhold campaigns took place in the 12 months ended June 30, 2025, up from 23 in the same period of 2023–24 and 24...more

Morgan Lewis

Proxies, Pay, and the Brave New World of ESG

Morgan Lewis on

Environmental, social, and governance (ESG) matters are now the subject of significantly greater regulatory scrutiny and are becoming a more prominent part of public companies’ mandatory filings, shareholder proposals, and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2023 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more

Goodwin

New Rules for Proxy Contests: SEC Adopts Mandatory Universal Proxy Rules

Goodwin on

The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more

Akin Gump Strauss Hauer & Feld LLP

SEC Adopts Final Rules Requiring Universal Proxy Cards

On November 17, 2021, the Securities and Exchange Commission (SEC) adopted final rules requiring the use of a universal proxy card by all parties in contested elections for directors at shareholder meetings. The rules require...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

Mintz - Securities & Capital Markets...

Preparation for 2020 Fiscal Year-End SEC Filings and 2021 Annual Shareholder Meetings

As our clients and friends know, each year Mintz provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange Commission...more

Goodwin

SEC Amends Requirements For Shareholder Proposals

Goodwin on

The U.S. Securities and Exchange Commission has amended its rules governing the procedural requirements for submission and resubmission of shareholder proposals to be included in a company’s proxy statement under Rule 14a-8....more

Kilpatrick

The SEC Adopts Amendments to the Shareholder Proposal Rule

Kilpatrick on

On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, also known as the “shareholder proposal rule.” The SEC press release announcing the adopted changes are...more

Nelson Mullins Riley & Scarborough LLP

SEC Adopts First Amendments to Shareholder Proposal Rule in Over 20 Years

Overview - The SEC yesterday adopted amendments to modernize Exchange Act Rule 14a-8 — shareholder proposal rule, which governs the process for shareholders to make proposals that will be included in a company’s proxy...more

Sheppard Mullin Richter & Hampton LLP

Virtual and Hybrid Shareholder Meetings in the Era of COVID-19: What Public Companies Need to Know

With annual reports on Form 10-K publicly filed and first quarter earnings releases getting underway, proxy season – the annual practice of filing and distributing proxy statements, reserving meeting venues and courting...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC COVID-19 Relief for Registered Funds and BDCs: A Summary

In recent weeks, the U.S. Securities and Exchange Commission (SEC) and market participants have dealt with the current and potential impact of the novel coronavirus COVID-19 pandemic. To help market participants remain in...more

Mintz - Securities & Capital Markets...

Delaware Governor Issues Order Clarifying Notice Requirements for Virtual-Only Shareholder Meetings due to COVID-19

On March 13th, the SEC’s Division of Corporation Finance issued guidance allowing companies who had already filed proxy statements to switch to virtual-only meeting formats due to COVID-19 without mailing additional proxy...more

Buchalter

Buchalter Client Alert COVID-19: Annual Shareholder Meetings in the Time of Coronavirus

Buchalter on

The novel coronavirus, COVID-19, is impacting every aspect of doing business, and annual meetings of shareholders are no exception. Each corporation is required by state corporation law, and usually its own bylaws, to hold...more

Mitchell, Williams, Selig, Gates & Woodyard,...

Considerations for Holding Virtual Annual Shareholder Meetings in Light of COVID-19

In light of Coronavirus Disease 2019 (“COVID-19”), the Securities and Exchange Commission (“SEC”) recently released guidance to assist public companies with their upcoming annual shareholder meetings. As explained in the...more

McDermott Will & Schulte

COVID-19 Considerations for US and European Public Companies

The Coronavirus (COVID-19) pandemic and the responses of governments and societies to the crisis are having a profound impact on public companies and capital markets worldwide. Such companies, including those in the United...more

Hinshaw & Culbertson LLP

Options for Conducting Annual Shareholder Meetings and Director Meetings During a Time of COVID-19 Shelter in Place Orders

As social distancing policies and mandates continue to take hold across the country, companies are grappling to understand the implications of these measures on their business. One compliance issue to resolve is that...more

Vedder Price

COVID-19 Update – SEC Staff Issues Guidance for Conducting Annual Meetings

Vedder Price on

On March 13, 2020, the staff of the SEC’s Division of Investment Management and Division of Corporation Finance issued guidance in response to various inquiries from issuers and shareholders regarding compliance with the...more

Orrick, Herrington & Sutcliffe LLP

SEC Offers Guidance – How COVID-19 Impacts Conducting the Annual Meeting

On March 13, 2020, the staff of the Securities and Exchange Commission issued guidance for conducting annual meetings in light of concerns caused by COVID-19....more

Cadwalader, Wickersham & Taft LLP

COVID-19 Update: SEC Guidance on Shareholder Meetings and Filing Deadline Extensions in Light of COVID-19 Concerns

In light of the recent COVID-19 global outbreak, on March 13, 2020, the Securities and Exchange Commission provided guidance to assist issuers, shareholders and other market participants affected by COVID-19 with meeting...more

Pillsbury Winthrop Shaw Pittman LLP

COVID-19 (Coronavirus): What to Do about This Year’s Annual Meetings

The SEC staff issues guidance to assist issuers with annual meeting changes to deal with the evolving COVID-19 situation, but SEC regulations are not the only concerns companies have to address. Some companies may have to...more

Parker Poe Adams & Bernstein LLP

SEC Regulatory Relief and Guidance for Companies Affected by the Coronavirus

Public companies impacted by the coronavirus pandemic still have time to access regulatory relief from the Securities and Exchange Commission (SEC) for filings due by April 30. In addition, the SEC is providing companies...more

Fenwick & West LLP

SEC Issues New Guidance for Stockholder Meetings in Response to COVID-19

Fenwick & West LLP on

In response to developments related to COVID-19, the Securities and Exchange Commission has issued new guidance (available here) to assist public companies, investment companies, shareholders, and other market participants...more

Dorsey & Whitney LLP

Impact of COVID-19: SEC Issues Guidance on Conduct of Annual Meetings

Dorsey & Whitney LLP on

I live and work in the Seattle area. As a result of COVID-19, school districts are now closed for 6 weeks, Seattle public libraries are closed for a month, a number of restaurants have closed for the time being and my beloved...more

White & Case LLP

COVID-19: Legal Issues and Considerations

White & Case LLP on

The profound impact of the measures being taken to contain the spread of the novel coronavirus (“COVID-19”) is creating a host of issues for businesses and their employees. Legal concerns relate to corporate governance,...more

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