News & Analysis as of

Board of Directors Proxy Voting Corporate Governance

KPMG Board Leadership Center (BLC)

An asset owner view on shareholder engagement

Q&A with Yumi Narita, NYC Office of the Comptroller - In late May, Yumi Narita, Executive Director of Corporate Governance at the New York City Office of the Comptroller, spoke with Stephen Brown, Senior Advisor, KPMG Board...more

KPMG Board Leadership Center (BLC)

[Webinar] Lessons from the 2024 Proxy Season - June 27th, 11:00 am - 12:00 pm EDT

Join us for the next KPMG Board Leadership Center quarterly webcast as we discuss trends from the proxy season. Topics - A look at proxy voting trends and outcomes - The board’s story and corporate disclosure -...more

Latham & Watkins LLP

Italy Approves New Legislation to Support Listings on Euronext Milan

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The legislation aims to enhance the competitiveness of the Italian capital markets by introducing various reforms regarding the listing process and corporate governance. Listings on Euronext Milan are supported by Bill n....more

Cooley LLP

What happened with proxy votes in 2023?

Cooley LLP on

Starting off the new year, consultant Semler Brossy’s latest report analyzes proxy results for 2023 among the S&P 500 and the Russell 3000, including votes on say on pay, environmental and social shareholder proposals,...more

Fenwick & West LLP

Proxy Voting Advisory Firms Address Severance Payments, Cybersecurity Risk Ownership and Share Ownership Guidelines in Updates to...

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S. market for the 2024...more

Allen Matkins

May Directors Vote By Proxy?

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Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings.   However, it appears to have been well settled in Delaware since at least 1915 that...more

Fenwick & West LLP

2023 Proxy Season Results in Silicon Valley and Large Companies Nationwide

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Broadly considered, stockholder activism has been a significant phenomenon among the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues including in the form of...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2023

In the current environment, tax-free spinoffs may be the best option for companies focusing their business lines, we explain in this issue of The Informed Board. Spin-offs do not depend on third parties, and they preserve...more

A&O Shearman

2023 Proxy Season Quick Reference Guide

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The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the 2023 Shareholder Proposal Season

On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more

BCLP

Universal proxies are here - are you ready?

BCLP on

As discussed in our November 17, 2021 post, management of public companies are required to use universal proxy cards for shareholder meetings involving most election contests held after August 31, 2022. This means that both...more

A&O Shearman

2022 Proxy Season Quick Reference Guide

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The 2022 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 19th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more

Bradley Arant Boult Cummings LLP

Securities and Exchange Commission Issues New Universal Proxy Rules

Recent changes in the Securities and Exchange Commission (SEC) proxy rules will give shareholders the ability to vote for directors like never before. The new rules will require companies to provide universal proxy cards to...more

Fenwick & West LLP

SEC Adopts News Rules for Proxy Voting in Contested Elections

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On November 17, 2021, the U.S. Securities and Exchange Commission adopted rules requiring the use of universal proxy cards in contested director elections as discussed in Release No. 34-93596 (the Adopting Release). Universal...more

Fenwick & West LLP

2021 Proxy Season Results in Silicon Valley and at Large Companies Nationwide

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Shareholder activism has been a significant phenomenon amongst the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues. As such activism has continued to grow, it...more

Keating Muething & Klekamp PLL

SEC Rules Establish New Requirements For Director Elections, Universal Proxy Cards And Enhanced Proxy Disclosures; Additional...

In a move we expect will pave the road for an increase in proxy contests, on November 17, 2021, the Securities and Exchange Commission adopted new Rule 14a-19 and amendments to existing rules under the Securities Exchange Act...more

Allen Matkins

The SEC Has A Rule For That (Sort Of) . . .

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John Jenkins at DealLawyers.com took note of this recent blog by Professor Ann Lipton concerning the stockholder vote at The Tribune Publishing Company.  The gist of both these blogs was the decision by a 24% stockholder in...more

Goodwin

ISS Publishes 2021 Proxy Voting Guidelines

Goodwin on

In the News. Institutional Shareholder Services (ISS) published its proxy voting guidelines updates for 2021, which include new and updated voting recommendations on federal forum and exclusive forum provisions in companies’...more

White & Case LLP

ISS Issues Proxy Voting Guidelines for the 2020 Proxy Season

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On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: US Corporate Governance Turning Up the Heat

U.S. public companies face a wide array of challenges, from greater market volatility and increasing economic and geopolitical uncertainty to disruptive technologies, artificial intelligence, social media and cybersecurity...more

Fenwick & West LLP

2018 Proxy Season Results in Silicon Valley and Large Companies Nationwide

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A Comparison of Silicon Valley Public Companies and the Large Public Companies of the S&P 100 - This comprehensive report covers trends in stockholder voting at annual meetings in the 2018 proxy season among the technology...more

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