Just ahead of the 2016 proxy season, the Staff of the Division of Corporation Finance of the SEC released new guidance—Staff Legal Bulletin No. 14H (“SLB 14H”)—describing how the Staff will evaluate issuers’ arguments for omission of a shareholder proposal from their proxy materials under Rules 14a-8(i)(9) and (i)(7).

In addition, Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines that each of these proxy advisory services will use in making their voting recommendations for the 2016 proxy season. The updates address topics such as director overboarding, executive compensation disclosure, shareholder rights, committee performance and risk oversight.