During this proxy season, we’ve seen a spate of lawsuits filed by proponents in reaction to companies attempting to exclude their shareholder proposals. In this announcement, Trillium highlights that it recently threatened to use a different tactic if the company didn’t include the shareholder proposal it had submitted. Trillium states it would have used the pathway provided in the company’s bylaws to submit that proposal …
A Number of Updated Investor Policies
Recently, these institutional investors – and CII – updated their voting policies (the parens below indicates notable changes):
Seven Ways AI Can Help During Your Annual Shareholders Meeting
I’ve blogged several times recently about the ways you might – and might not – use AI to help you take notes during a variety of meetings. Now let’s tackle how you might use AI to help run an annual shareholders meeting. If you’re using a “sandboxed” AI model – i.e., your input isn’t placed into the public domain – here are seven ways that …
How to Handle the Vanguard Schedule 13G Amendments in Your Proxy
You’ll recall that last summer, The Vanguard Group, Inc. announced plans to split into two wholly owned U.S. investment advisors: Vanguard Capital Management (“VCM”) and Vanguard Portfolio Management (“VPM”) – and that split became effective in January. Last week, The Vanguard Group, Inc. filed over a thousand Schedule 13G amendments – as you can see from this list of filings – disclosing that it should …
The Shareholder Proposal Exclusion Risk Is Real: Another Lawsuit Filed
As noted in this press release, another lawsuit was filed by a proponent against a company which had filed this detailed Rule 14a-8(j) notice with the SEC intending to exclude a proposal seeking a report detailing the healthcare impacts of the company’s acquisitions strategy over the last decade. Here’s the complaint filed in the US District Court for the District of Columbia. At this juncture …
SEC Sued Over Not Refereeing Rule 14a-8 Process
Last week, two shareholder advocacy groups – the Interfaith Center on Corporate Responsibility and As You Sow – sued the SEC over its statement issued last November that it wouldn’t respond to Rule 14a-8 no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1). Here’s a press release from the shareholder advocacy groups – and here’s …
Shareholder Proposals: What Do the Exclusion Notices Look Like So Far?
Following up on our latest blog with the stats on this: Ahead of this proxy season, Corp Fin issued this statement saying that it wouldn’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1), the “not a proper subject under federal or state law” exclusion basis for companies incorporated in Delaware. Companies are still required to …
The Shareholder Proposal Exclusion Risk Is Real: One More Lawsuit Settlement (By Agreeing to Implement the Proposal!)
It’s starting to look like the norm is that companies settle if they get sued after they decide to exclude a shareholder proposal. But whereas the other two settlements so far this proxy season involved the companies agreeing to include the shareholder proposal in their proxies – as the “Responsible Investor” reports in this article – this third company settled a lawsuit by agreeing to …
Executive Comp: Does No 10-Q Mean More 8-K?
As I blogged a while back, the SEC is prioritizing a rulemaking to make quarterly reporting optional in favor of a semi-annual reporting regime. This Cooley Alert – penned by Ali Murata and Michael Bergmann – notes that one collateral consequence of this upcoming rulemaking that has received little attention so far is the potential effect on SEC Form 8-K disclosure. Here is an excerpt …
The Shareholder Proposal Exclusion Risk Is Real: Two More Lawsuits Filed
For the proxy season, we are now at a total of five lawsuits filed after Rule 14a-8(j) notices were sent to the SEC, as two new lawsuits were filed since I last blogged that two of these lawsuits had settled (with the company agreeing to include the proposal in their proxy as part of each settlement). The two new lawsuits are: