As the proxy season barrels into its waning days, we have been getting a flurry of guidance from some of the larger institutional investors, including:
1. State Street’s Press Release on Extending Proxy Voting Choice to ETFs and Mutual Funds – State Street is extending proxy voting choice to ETF and mutual funds. The program
As a follow-up to our recent blog on the SEC moving back the deadline for that agency to act on the NYSE’s and Nasdaq’s clawback proposals, it’s worth noting that recent conversations between Corp Fin Staffers and practitioners suggest that the June 11th date is firm and will not be further extended. Since June 11th
Yesterday, the SEC adopted the share repurchase disclosure rules as part of its effort to bring more transparency to corporate stock buybacks. The SEC’s proposal came out about 18 months ago, as we noted in this blog. Here’s the 207-page adopting release – and here’s the fact sheet.
Here are seven things to
It’s quite rare for shareholder proponents to resort to the courts when the Corp Fin Staff concurs with a company that it can exclude a proposal under the Rule 14a-8 no-action letter process. But that’s what happened late last week when the National Center for Public Policy Research (known as the “NCPPR”) and two individuals
Just as companies with December 31st fiscal year-ends gear up for their annual shareholder meetings in the coming weeks, State Street has released its updated voting policies — and a helpful “Summary of Material Changes.” I won’t parse all of the changes here, but I thought their new policy on director overboarding
One of the biggest struggles for companies when they start out collecting the data they need for climate and other sustainability disclosures is developing the disclosure and internal controls necessary to help ensure the accuracy of that data. Unlike financial reporting, there is a lack of well-known, well-worn practices to help with the information’s integrity.
Recently, ISS published new voting policies (the Global Board-Aligned U.S. Voting Guidelines and Global Board-Aligned International Voting Guidelines), which broadly retain the policies in the standard ISS benchmark voting policies on corporate governance topics, but recommend votes in line with board recommendations on environmental and social matters. These new guidelines are available to ISS
Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.
Evaluating the Board and its core committees (Audit, Compensation and Nominating & Governance) on an annual basis has rapidly become
Early uses of the universal proxy card have led to one interesting development – new Corp Fin guidance regarding broker voting instruction forms (VIFs). VIFs are the way in which shareholders who hold their shares through a bank, broker or other intermediary instruct that intermediary how to complete the company’s proxy card for their shares.
As I recently blogged, there’s been some confusion about what should be done — transitionally — about the Form 10-K cover page and the checkboxes that result from the SEC’s recent clawbacks rulemaking. The Corp Fin CDIs told us that the SEC “does not expect compliance with the disclosure requirements” until the stock exchange