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The Proxy Season

This section offers resources to help you stay informed on notable developments relating to the proxy season. We provide careful analysis of proposed and final SEC rules and how they impact your company’s proxy filings. We also keep you up-to-date on trends in shareholder proposals. In addition, we monitor and discuss the voting policy updates issued by proxy advisory firms.

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Proxy Filing and Disclosure Requirements
- SEC Staff Releases Guidance for Conducting Annual Meetings in Light of COVID-19 Concerns (March 16, 2020)
- SEC Proposes Amendments to Require Use of Universal Proxy Cards in Contested Elections (November 2, 2016)
- SEC Seeks Public Comment for Next Phase of Disclosure Effectiveness Initiative (September 1, 2016)
- “A Good Time For Public Cos. To Review D&O Questionnaires,” Law360 (July 19, 2016)
- SEC Approves Proposed Nasdaq Rule Requiring Disclosure of Third-Party Compensation to Directors and Director Nominees (July 12, 2016)
- “The Pay Ratio Rule: Preparing for Compliance,” Practical Law (October 26, 2015)
- SEC Issues Rule on Pay Ratio Disclosure (August 25, 2015)
- SEC Proposes Executive Compensation Clawback Rule (July 23, 2015)
- “A Close Look At The New Pay-Versus-Performance Rule,” Law360 (May 15, 2015)
- SEC Proposes Pay-Versus-Performance Rule (May 13, 2015)
- SEC Proposes Rules Regarding Disclosure of Corporate Hedging Policies (February 13, 2015)
- “Playing the Dodd-Frank Shaming Game,” Wall Street Journal (Opinion) (December 3, 2014)
- SEC Exempts “Foreign Issuer” From Filing a Preliminary Proxy Statement for Routine Proposals Required Under Foreign Law (March 25, 2014)
Shareholder Proposals
- SEC Staff Permits Exclusion of Proxy Access “Revision” Proposal Due to “Substantial Implementation” (November 15, 2016)
- “SEC Confirms Its Approach To ‘Substantial Implementation,’” Law360 (November 1, 2016)
- SEC Staff Confirms Its Approach to “Substantial Implementation” In the Context of Proxy Access (October 13, 2016)
- “SEC Curtails 'Substantial Implementation' Exclusion,” Law360 (August 19, 2016)
- 2016 Proxy Season Memo Series: Proxy Access Proposals (August 8, 2016)
- 2016 Proxy Season Memo Series: Independent Chair Proposals (August 8, 2016)
- 2016 Proxy Season Memo Series: Special Meeting Proposals (August 8, 2016)
- 2016 Proxy Season Memo Series: Climate Change, Sustainability and Other Environmental Proposals (August 8, 2016)
- 2016 Proxy Season Memo Series: Political Contributions and Lobbying Proposals (August 8, 2016)
- SEC Staff Denies No-Action Relief With Regard to 3/3 Proxy Access Proposal Challenged on "Substantial Implementation" Grounds (August 2, 2016)
- SEC Issues Interpretation Regarding Descriptions of Proposals on Proxy Cards (March 24, 2016)
- “SEC Clarifies ‘Substantial Implementation’ in Proxy Access,” Law360 (March 3, 2016)
- SEC Staff Issues No-Action Responses With Regard to 18 Proxy Access Shareholder Proposals Challenged on “Substantial Implementation” Grounds (March 1, 2016)
- “Consider Your Options As NY Proxy Access Efforts Continue,” Law360 (February 5, 2016)
- ISS Issues FAQs on its U.S. Proxy Voting Policies, Including With Regard to Proxy Access (December 24, 2015)
- SEC’s Division of Corporation Finance Issues Guidance on Rule 14a-8’s “Directly Conflicting” and “Ordinary Business” Exclusions (October 27, 2015)
- “Is America’s Competitive Advantage Worth More Than $2,000?,” Law360 (Opinion) (August 7, 2015)
- 2015 Proxy Season Memo Series: Special Meeting Proposals (July 30, 2015)
- 2015 Proxy Season Memo Series: Proxy Access Proposals (July 30, 2015)
- 2015 Proxy Season Memo Series: Independent Chair Proposals (July 30, 2015)
- ISS Announces Policy on Proxy Access Proposals (February 20, 2015)
- Proxy Access Update: Whole Foods Delays Annual Meeting, While Several Other Companies Adopt Proxy Access Bylaws (February 18, 2015)
- SEC Reconsiders No-Action Relief Granted to Whole Foods, Declines to Take Position on Conflicting Proposals (January 22, 2015)
- SEC Allows Exclusion of Proxy Access Shareholder Proposal Due to Conflict with Management Proposal (December 8, 2014)
- Three Federal Courts Dismiss Lawsuits Against Chevedden, Citing Lack of Subject Matter Jurisdiction (March 19, 2014)
- SEC Takes Strict Interpretation of Rule 14a-8’s One-Year Holding Period Requirement (March 13, 2014)
Proxy Advisory Firms
- SEC Amends Rules Related to Proxy Advisory Firms (July 28, 2020)
- ISS Issues Voting Policy Updates for the 2018 Proxy Season (November 21, 2017)
- ISS and Glass Lewis Issue Voting Policy Updates for the 2017 Proxy Season (November 28, 2016)
- ISS Updates Its Corporate Governance Rating Product and Invites Issuers to Verify Data (November 7, 2016)
- ISS Issues Draft Voting Policy Changes, Requesting Comment (November 1, 2016)
- Glass Lewis Opens Enrollment for 2016 Issuer Data Report Program (January 14, 2016)
- ISS Issues FAQs on its U.S. Proxy Voting Policies, Including With Regard to Proxy Access (December 24, 2015)
- ISS and Glass Lewis Issue Updates to Their Proxy Voting Guidelines for the 2016 Season (November 24, 2015)
- ISS Issues Draft Voting Policy Changes, Requesting Comment (November 3, 2015)
- ISS Announces Policy on Proxy Access Proposals (February 20, 2015)
- Corporate Issuers in S&P 500 Index May Review Data In ISS’s Pending Proxy Analyses (November 21, 2014)
- ISS and Glass Lewis Issue Updates to Their Proxy Voting Guidelines for 2015 Season (November 19, 2014)
- ISS Details Governance QuickScore 3.0 Updates (November 5, 2014)
- ISS Announces Plan to Release Governance QuickScore 3.0 (October 29, 2014)
- ISS Issues Draft Voting Policies for 2015 (October 22, 2014)
- SEC Commissioner Daniel Gallagher Offers Advice to Public Companies On Handling Proxy Advisory Firms (September 2, 2014)
- ISS Releases Governance QuickScore 2.0 and Invites Corporate Issuers to Verify Data (February 4, 2014)
- ISS Releases Its 2014 U.S. Proxy Voting Summary Guidelines (January 30, 2014)
- ISS Issues FAQs on Director Qualification Bylaws (January 22, 2014)
Investor Views
- New York City Comptroller Scott Stringer and New York City Pension Funds Launch “National Boardroom Accountability Project 2.0” (September 11, 2017)
- New York City Comptroller Scott Stringer Urges Issuers to Abandon Virtual-Only Meetings (April 11, 2017)

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Contact

Karen Hsu Kelley

Partner

+1-212-455-2408

[email protected]