Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and...more
With the calendar just turning to autumn, the proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual...more
On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would...more
The US Securities and Exchange Commission (the “SEC” or the “Commission”) proposed changes to the proxy solicitation rules on November 17, 2021. The proposed changes would rescind certain new rules adopted by the SEC in July...more
On November 17, 2021, the US Securities and Exchange Commission (SEC) adopted mandatory universal proxy rules that will apply for all contested director elections, which it had previously proposed in 2016. Under the final...more
On November 3, 2021, the staff of the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (Commission) issued Staff Legal Bulletin No. 14L (SLB 14L), providing information regarding the...more
11/9/2021
/ Corporate Governance ,
New Guidance ,
Ordinary Business Exception ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
Once again, it is time to prepare for the proxy and annual report season. There are many issues to take into consideration when crafting required regulatory disclosures in a manner that conveys effective messaging to the...more
9/27/2021
/ Annual Reports ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities Regulation ,
Shareholder Meetings
The US Securities and Exchange Commission (SEC) is actively reconsidering its position on the applicability of its proxy rules to proxy voting advice.
Background -
In July 2020, the SEC adopted amendments to its proxy...more
On April 16, 2021, the US Securities and Exchange Commission (SEC) issued a release reopening the comment period (Reopening Release) on its proposal for a mandatory universal proxy to be used for all contested director...more
Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter,...more
10/1/2020
/ Annual Reports ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
Environmental Social & Governance (ESG) ,
MD&A Statements ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On September 23, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934 (Rule 14a-8). The SEC initially proposed amendments to Rule 14a-8...more
With the 2020 proxy and annual reporting season upon us, this Legal Update provides 10 tips for companies to consider when drafting annual reports on Form 10-K and proxy statements for filing with the US Securities and...more
1/21/2020
/ Corporate Governance ,
Critical Audit Matters (CAMs) ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Form 10-K ,
Hedging ,
Intellectual Property Protection ,
Libor ,
MD&A Statements ,
Median Employee ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Risk Assessment ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Technology ,
UK Brexit
In this Lexis Practice Advisor Practice Note, we discuss two releases published by the Securities and Exchange Commission (SEC) on August 21, 2019. One release contains interpretation and guidance regarding the applicability...more
On November 5, 2019, the US Securities and Exchange Commission proposed several amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The proposed amendments are intended to “recognize the...more
11/13/2019
/ Comment Period ,
Corporate Governance ,
Financial Regulatory Reform ,
Proxy Season ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Stock Ownership
On October 16, 2019, the Division of Corporation Finance of the US Securities and Exchange Commission issued Staff Legal Bulletin No. 14K to provide additional guidance on shareholder proposals submitted pursuant to Rule...more
This market trends article discusses Staff Legal Bulletin No. 14I and Staff Legal Bulletin No. 14J of the Divisionm of Corporation Finance of the Securities and Exchange Commission, both of which provide guidance with respect...more
With the increased concentration of share ownership by institutional investors over the past several decades, the influence of proxy advisory firms on shareholder votes has grown dramatically, all while the proxy regulatory...more
On December 18, 2018, the US Securities and Exchange Commission adopted a final rule requiring companies to disclose their hedging policies and practices for employees, officers and directors. This Legal Update discusses...more
It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season. Advance planning greatly contributes to a successful proxy season, culminating with the annual meeting...more
9/19/2018
/ Annual Reports ,
C&DIs ,
Compensation & Benefits ,
Cybersecurity ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Executive Compensation ,
Form 10-K ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Reporting Requirements ,
Say-on-Pay ,
Shareholder Proposals