Here’s the intro from this Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher: “On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the form of two new significant sets of guidance with the potential to …
Whoa! ISS Updates Its Voting Policies (Again) to No Longer Consider Board Diversity
In a rare move to update its voting policies in the midst of proxy season, ISS issued this press release stating it will no longer consider a board’s gender, racial or ethnic diversity when making director election recommendations. This policy change applies to the US benchmark and specialty policies of ISS – and apply to shareholder meeting reports published on or after February 25th. ISS …
Climate Disclosure: SEC’s Acting Chair Requests That Eighth Circuit Hold Off on Scheduling Argument
The SEC’s Acting Chair Mark Uyeda released this statement yesterday indicating that the agency has requested that the Eighth Circuit – where the cases challenging the SEC’s 2024 climate disclosure rules are consolidated – not schedule the case for argument until the SEC figures out its position under a new Commission composition. In other words, once incoming SEC Chair Paul Atkins is confirmed by the …
BlackRock and Vanguard Update Their Proxy Voting Guidelines
Here’s the intro from this Cooley Alert penned by a bevy of our finest: “On January 31, 2025, Vanguard issued its proxy voting policy for US portfolio companies, following the publication of BlackRock’s proxy voting guidelines for benchmark policies – US securities in December 2024. The updates from these two leading institutional investors introduce new provisions to reflect evolving perspectives on governance, compensation, sustainability and …
Real-Time! How the Proxy Season is Faring So Far
In this 8-minute video, Proxy Analytics’ Steve Pantina lets us know how the proxy season is looking so far, including:
Corp Fin Starts Redlining CDI Changes!
Sure, it’s important to know that Corp Fin recently issued three new CDIs and updated two existing CDIs regarding Notices of Exempt Solicitations (also known as “PX14A6G” filings). But the big news is that Corp Fin has started the practice of providing redlined versions of CDIs when it modifies them. This is a huge help, as before one had to slug the modified CDI against …
Nasdaq Board Diversity Rules Officially Gone
As Cooley’s Cydney Posner notes in this blog, the SEC recently issued this order to approve a Nasdaq proposal “operative upon filing” rather than wait the traditional 30 days. The Nasdaq proposal removes the relevant board diversity provisions from its rules to reflect “a Federal court’s vacatur of the Commission’s order of August 6, 2021, approving rules related to Board diversity disclosures.” As we wrote …
BlackRock Updates Voting Policies and Engagement Priorities
Just before the holidays got going, BlackRock updated their voting policies and engagement priorities. Here’s a laundry list of those updated documents: For the changes to BlackRock’s Voting Benchmark Policies, here are eight notable things to be aware of – courtesy of Cooley’s Beth Sasfai, Michael Mencher and Jordan Cohen: It’s also notable that BlackRock has created a new initiative called “BlackRock Active Investment Stewardship,” …
Should the SEC Revisit Executive Security Perquisite Disclosure?
Here is the conclusion from this Cooley alert penned by Michael Bergmann, Brad Goldberg, Ali Murata, Amanda Weiss, and Janice Chan: “Reexamining personal security-related perquisites is further supported in an environment where the line between personal and business activities has been so significantly blurred since the 2006 release. Technological advancements have all but eliminated the nine-to-five workday for senior executives and ushered in a world …
New ISS Policy Updates, Pay FAQs and Hint of Pay-for-Performance Changes to Come
This Cooley Alert penned by Michael Bergmann, Brad Goldberg, Ali Murata, Beth Sasfai, and Megan Schilling digs deeper into the recent changes to ISS’ voting policy guidelines and executive pay FAQs than I recently did in this blog. Here is an excerpt related to the changes to the executive compensation FAQs: “On December 13, 2024, ISS published updates to its Executive Compensation Policies FAQ, which …