As issuers prepare for the pay ratio disclosures that will be required with respect to fiscal years beginning on or after January 1, 2017, the SEC’s Division of Corporation Finance issued new Compliance & Disclosure Interpretations (“C&DIs”) on October 18,… More
Tag Archives: Shareholders
SEC Provides Guidance on Exclusion of Shareholder Proposals Under the “Ordinary Business” and “Direct Conflict” Exceptions of Rule 14a-8
As we head into the 2016 proxy season, we thought it was appropriate to share this client alert, written by Dean Hanley, Paul Bork, and Jennifer Audeh, originally published late last year by the firm’s Corporate Finance & Securities practice.
On August 5, the SEC, by a 3 to 2 vote, adopted the controversial “pay ratio rule,” which requires public companies to disclose the ratio of the annual total compensation of the chief executive officer (CEO) to the median of the annual total compensation of the company’s employees.… More
Shareholders increasingly expect boards of directors to exercise greater oversight over the social and environmental impacts of corporate activities. The 2013 Proxy Preview recently published by As You Sow, the Sustainable Investments Institute, and Proxy Impact, noted that the shareholders have recently filed approximately two dozen proposals requesting structural governance reforms in terms of how companies manage and oversee social and environmental issues,… More
In less than two months, on January 1, 2012, the California Transparency in Supply Chains Act will go into effect. Companies impacted by the legislation will be required to disclose their efforts, if any, to ensure that their direct supply chains are free from slavery and human trafficking.
As discussed in previous posts, the legislation applies to retail sellers and manufacturers doing business in California that have annual worldwide gross receipts exceeding one hundred million dollars.… More
Institutional Shareholder Services ("ISS") recently released a report on engagement between investors and public corporations in the United States that included the finding that this “engagement is expanding beyond financial and strategic issues and ‘traditional’ governance topics to include more environmental and social issues.” The report, The State of Engagement between U.S. Corporations and Shareholders, was based on a survey of 355 issuers of stock and 161 investors.… More
On October 4, the Securities and Exchange Commission ("SEC") granted a stay of the new proxy access rules that are intended to allow certain shareholders to: (1) nominate directors and have those nominations included in corporate proxy materials; and (2) propose amendments to corporate procedural requirements for shareholder director nominations. The proxy access rules, adopted in August, had been scheduled to go into effect on November 15, 2010. A request for a stay was filed by the U.S. Chamber of Commerce and the Business Roundtable after these organizations sought judicial review of the rules before the D.C.… More
The Securities and Exchange Commission ("SEC") published Rule 14a-11 today in the Federal Register (.pdf). As discussed in our September 7 post below, this Rule provides for proxy access to certain long-term shareholders, including socially responsible investment funds and pension funds. The rule is effective 60 days after being published in the Federal Register, or November 15, 2010.
Taking into account the uniform 120 day advanced notice deadline,… More
On August 25, the Securities and Exchange Commission (“SEC”) passed a new proxy access rule that will provide certain shareholders with the right to nominate corporate directors and have those nominations appear in corporate proxy statements. Shareholder advocates have advocated for a federal proxy access rule for nearly thirty years. A draft rule was published in June 2009, and the recently passed Dodd-Frank Wall Street Reform and Consumer Protection Act (.pdf) confirmed the SEC’s authority to issue the new rule.… More