As universal proxy kicks in (it applies to any shareholder meetings involving a director election starting today, September 1st), Corp Fin issued three CDIs regarding Rule 14a-19 last week. To access these three new “Proxy Rules & Schedule 14A/14C” CDIs, you’ll need to search for, or scroll down to, 139.01, 139.02 and 139.03
A Section 16 Change That Some Might Have Missed (Way Back When)
By Broc Romanek on
Posted in Blogs
For the next installment for my series of e-signature blogs, when the SEC amended Rule 302 of Regulation S-T in 2020, nearly everyone focused on that rule change – and the related relief it provided for those involved in the 10-Q and 10-K process. What some may have missed is that the SEC also…
The SEC (Finally) Adopts Pay-for-Performance Rules: 5 Things to Know
By Jason Day & Danielle Benderly on
Posted in Quick Alerts
Twelve years in the making, the SEC adopted pay-for-performance (P4P) disclosure rules last week in the form of new Item 402(v) of Regulation S-K. Here’s the 234-page adopting release. And here’s the press release and fact sheet.
In 2010, as part of the Dodd-Frank Act, the SEC was directed to adopt pay-for-performance rules.
6 Nuggets from BlackRock’s 2022 Stewardship Report
By Allison Handy on
Posted in Quick Alerts
Last month, BlackRock published its 2022 Investment Stewardship report weighing in at 72 pages and covering engagements and voting from July 1, 2021 through June 30, 2022.
The report highlights BlackRock’s long-term investment focus and multi-year engagements with companies, as well as the growth of BlackRock Voting Choice, highlighted in Erin Gordon’s recent blog post…
Pass-Through Voting: Top 5 Things to Be Thinking About Now
By Erin Gordon on
Posted in Blogs
Earlier this year, BlackRock announced that it has expanded its Voting Choice program (pass-through voting) to BlackRock clients representing nearly half (47%) of its index equity assets globally, and that it plans to expand that program to all individual investors in its index funds. Now might be the time to start thinking about pass-through voting…
“Racial Equity Audit” Shareholder Proposals: 6 Things
By Broc Romanek on
Posted in Blogs
During our recent webcast – “Proxy Season Post-Mortem – 20 Things” – at the 29:48 mark, Proxy Analytics’ Steve Pantina notes these developments during his discussion about shareholder proposals seeking racial equity audits:
– Proposals relating to racial equity/civil rights audit shareholder proposals were first introduced last year and the average support levels…
New Legislation Imposes Excise Taxes on Stock Repurchases: 9 Things to Know
By Allison Handy & Bryan Smith on
Posted in Quick Alerts
A few days ago, President Biden signed the Inflation Reduction Act of 2022 into law – and there’s a number of items to unpack in it. This blog tackles nine things to know about the new excise tax equal to 1% of the fair market value of any stock repurchased by certain (generally domestic) corporations…
Aspiring To Be Green? Avoid Common Advertising Pitfalls
By Broc Romanek on
Posted in Blogs
We’ve blogged before about “What You Can (and Can’t) Say About ESG: FTC-Style” – so if you’re knee deep in climate issues these days, this new memo from Amanda Beane, Jason Howell, and Jared Bryant entitled “Aspiring To Be Green? Avoid Common Advertising Pitfalls“ is worth reading…
In-House Corner: The #1 Thing Freaking You Out at Work—Part 3
By Broc Romanek on
Posted in Blogs
This feature of our blog is where our in-house readers share tips, anecdotes, and thoughts about things that come up in their daily practice. Part one and part two of this series are now available. This particular batch of thoughts is about the thing that is freaking you out the most right now at work (feel free to ping me and share your thoughts, which will be posted anonymously or with attribution—whichever you desire):…
Continue Reading In-House Corner: The #1 Thing Freaking You Out at Work—Part 3
Human Capital Management: Continuing Disclosure Evolution
By Broc Romanek on
Posted in Blogs
During our recent webcast – “Proxy Season Post-Mortem – 20 Things” – at the 46:26 mark, Kelly Reinholdtsen noted these developments in Year 2 of required human capital management disclosures in the Form 10-K:
– Some disclosure themes continued from last year – and in some cases, were expanded upon – as companies tried…