Category: Proxy Statements and Annual Meetings

20 Sep, 2021

Reminder of the SEC’s Shareholder Proposal Amendments Effective for 2022 Annual Meetings

For those public companies soon to be receiving shareholder proposals for their upcoming annual shareholder meetings, please keep in mind that in September 2020, the SEC adopted amendments to Rule 14a-8. These amendments apply to any shareholder proposal submitted for an annual or special meeting to be held on or after January 1, 2022. However, the SEC may revisit this rulemaking and postpone their effectiveness...

State Street Calls for Board and Workforce Diversity Data

Board Governance and Compensation / Corporate Governance Committees, Policies and Practices / Environmental, Social and Governance Matters / Proxy Statements and Annual Meetings

11 Jan, 2021

State Street Calls for Board and Workforce Diversity Data

Companies that count State Street Global Advisors as an investor should review its CEO Cyrus Taraporevala’s just-released annual letter on its proxy voting agenda, which has significant updates on voting policies with regard to board and workforce diversity. Indicating that State Street’s primary challenge as an investor is the lack of publicly available racial and ethnic diversity data, the CEO states: In 2021, we will...

It’s Time to Talk Diversity in D and O Questionnaires (with Sample Question)

Board Governance and Compensation / Corporate Governance Committees, Policies and Practices / Exchange Act Reporting and Disclosure Effectiveness / Other categories / Proxy Statements and Annual Meetings / SEC Rulemaking

4 Oct, 2020

It’s Time to Talk Diversity in D and O Questionnaires (with Sample Question)

Corporate secretaries of public companies will soon be updating their D&O questionnaires for the 2021 proxy season, and they should consider whether to include a question that allows directors to self-identify as diverse. While companies may be hesitant to raise the issue, increasingly, they are being asked for diversity data on their boards and employees. In recent news: The California governor has signed into law...

What Counts as a “Perk” During the COVID-19 Pandemic?

Compensation Committees / Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Other categories / Proxy Statements and Annual Meetings / SEC Rulemaking

22 Sep, 2020

What Counts as a “Perk” During the COVID-19 Pandemic?

Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic. Now the SEC has released additional guidance as to when these benefits constitute perquisites or personal benefits that should be included in executive compensation for proxy disclosure purposes. See Question 219.05 of the SEC’s Compliance and Disclosure Interpretations. ...

Washington State to Require Gender Diversity on Public Company Boards or Board Diversity Disclosure

Board Governance and Compensation / Corporate Governance Committees, Policies and Practices / Legislative Actions / Proxy Statements and Annual Meetings

14 May, 2020

Washington State to Require Gender Diversity on Public Company Boards or Board Diversity Disclosure

Effective as of June 11, 2020, the Washington State legislature has amended the Washington Business Corporation Act (“WBCA”) to require public companies to either have a gender-diverse board of directors by January 1, 2022 or comply with new board diversity disclosure requirements. A public company will be deemed to have a gender-diverse board of directors if, for at least 270 days of the fiscal year...

SEC Updates Guidance on Shareholder Meetings Affected by COVID-19

Proxy Statements and Annual Meetings

14 Apr, 2020

SEC Updates Guidance on Shareholder Meetings Affected by COVID-19

On April 7, 2020, the SEC updated its prior guidance for conducting shareholder meetings in light of COVID-19 concerns to address delays in printing and mailing of proxy materials and clarify that its guidance applies for special meetings of shareholders, as well as annual meetings. Previously, the SEC had advised issuers of its view that an issuer that has already mailed and filed its definitive...

SEC Extends Filing Relief for Companies Affected by COVID-19

Exchange Act Reporting and Disclosure Effectiveness / Other categories / Proxy Statements and Annual Meetings / SEC Rulemaking / Securities Act Compliance

25 Mar, 2020

SEC Extends Filing Relief for Companies Affected by COVID-19

The Securities and Exchange Commission has extended an earlier order, so that subject to certain conditions that we reported on here, public companies may have an additional 45 days from the original due date to file their Exchange Act reports that are otherwise due between March 1 and July 1, 2020. Companies relying on this relief, in compliance with the conditions imposed by the order,...

Impact of COVID-19: SEC Issues Guidance on Conduct of Annual Meetings

Investor Relations and Communications / Proxy Statements and Annual Meetings / SEC Rulemaking

13 Mar, 2020

Impact of COVID-19: SEC Issues Guidance on Conduct of Annual Meetings

I live and work in the Seattle area. As a result of COVID-19, school districts are now closed for 6 weeks, Seattle public libraries are closed for a month, a number of restaurants have closed for the time being and my beloved Mariners’ baseball season has been postponed (along with most other sporting events). As we adjust to the current realities of dealing with COVID-19,...

SEC Provides Filing Relief for Companies Affected by Coronavirus

Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Investor Relations and Communications / Proxy Statements and Annual Meetings / SEC Rulemaking

4 Mar, 2020

SEC Provides Filing Relief for Companies Affected by Coronavirus

The Securities and Exchange Commission issued an order today providing filing relief for companies that are affected by the coronavirus. In the order, the Commission notes that disruptions to transportation, and limited access to facilities, support staff, and professional advisors as a result of COVID-19, could hamper the efforts of public companies and other persons with filing obligations to meet their filing deadlines. Companies may...

SEC Adopts Proposed Rules for Procedural Requirements and Resubmission Thresholds for Shareholder Proposals and Exemptions from Proxy Rules for Proxy Voting Advisors

Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / Proxy Statements and Annual Meetings / SEC Rulemaking / Securities Act Compliance

6 Nov, 2019

SEC Adopts Proposed Rules for Procedural Requirements and Resubmission Thresholds for Shareholder Proposals and Exemptions from Proxy Rules for Proxy Voting Advisors

At the SEC’s open meeting yesterday (November 5, 2019), the Commissioners approved two new proposed rules in their ongoing efforts to modernize proxy solicitation and shareholder proxy access, as follows: (1) amendments to certain procedural requirements, including ownership requirements, documentation requirements, meetings to discuss proposals and limitations on the number of proposals submitted, and resubmission thresholds for shareholder proposals, and (2) amendments to proxy rules...

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