Last Friday, Corp Fin issued four new Exchange Act CDI 121H.01-04 to provide some guidance relating to the new clawback rules that the SEC adopted in October. The first of these CDIs provides guidance on Form 10-K checkboxes, which is useful to understanding this transition period for the new rules. The new CDI states:
Universal Proxy: Should You Amend Your Bylaws?
During our recent webcast — “Proxy Season Roundtable: What You Need to Know Now” — Allison Handy joined Proxy Analytics’ Steve Pantina to discuss the potential impact of universal proxy on this proxy season. (In this related blog, Steve discusses some other universal proxy thoughts.) Starting at the 29:45 mark, Allison discusses
The SEC’s Final Climate Disclosure Rules: Appears to Be Coming Soon
The SEC’s latest Reg Flex Agenda is out. And for those in the throes of the proxy season already, you may not want to read any further. For it seems like the SEC intends to finalize a number of significant rulemakings over the next few months. We’ve barely had time to digest the Rule 10b5-1
BlackRock’s Proxy Voting Updates: Mostly Standing Pat
A few weeks ago, BlackRock released its 2023 proxy voting guidelines for U.S. securities – as well as an updated set of its “Investment Stewardship Global Principles.” Here is BlackRock’s summary of those Global Principles and its market-specific voting guidelines (including the U.S. guidelines mentioned above).
The big news is that there
Board Diversity: Nasdaq Clarifies Timing for New Rules
A few days ago, Nasdaq filed a rule change with the SEC that was declared effective immediately. This rule change was filed to simplify the deadline language of the board diversity listing standards that were adopted in August 2021. The diversity matrix disclosure aspect of the standards became effective in 2022. But, the listing standard
Non-GAAP: Corp Fin Updates Its CDIs
Yesterday, Corp Fin announced it has updated its non-GAAP CDIs, some of which are entirely new CDIs and some of which involve modifying existing ones. Unfortunately, the seven CDIs aren’t marked up on the SEC’s site to indicate the changes – but John Jenkins has done that work for us in this TheCorporateCounsel.net blog.
Corp Fin Issues Three More “Universal Proxy” CDIs
A few days ago, Corp Fin issued three more CDIs related to universal proxy. As we blogged about back then, Corp Fin issued three universal proxy CDIs back in September – and now we have three more. The first two new ones address issues related to disputes over shareholder compliance with advance notice bylaws, and
Next Wednesday! The SEC Intends to Adopt Rule 10b5-1 Amendments!
The SEC has calendared an open Commission meeting for next Wednesday, December 14th when it will consider no fewer than five rulemakings. The Corp Fin-related rulemaking to be considered for adoption is the one relating to Rule 10b5-1 plans, insider trading policies and procedures, as well as amendments regarding the disclosure of the timing of
ISS Finalizes Voting Policy Changes for 2023
About a month after proposing changes to its voting policies, ISS announced its updated 2023 voting policies last week (here is the final policy updates — and here is an executive summary). The updated policies will generally be applied for shareholder meetings taking place on or after February 1st.
The key new policy
The Next Wave in Board Diversity Disclosures?
As announced in this November 15th press release, the Russell 3000 Board Diversity Disclosure Initiative recently sent letters to Russell 3000 companies urging them to report the race, ethnicity, and gender of each individual director on their boards. The press release acknowledges that 63% of companies disclose board diversity information on an aggregated basis