Join us on Wednesday, December 10th for a webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – during which Cooley’s Beth Sasfai, Michael Mencher and Broc Romanek – as well as Proxy Analytics’ Steve Pantina – as they provide practical guidance on how to tackle so many changes in an uncertain environment – including how your proxy disclosure and shareholder proposal …
Corp Fin’s New Shareholder Proposal Position: Every Silver Lining Has a Touch of Grey
Here’s an excerpt from this Cooley Alert about last week’s Corp Fin statement saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1)’s “not a proper subject under federal or state law”: “Although the staff’s new approach ostensibly makes it easier for companies to exclude shareholder proposals under Rule 14a-8, …
Upcoming Webcast: “Hot Governance and Engagement Proxy Tips You Need to Know”
There certainly is a lot to talk about! Join us on Wednesday, December 10th for a webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – during which Cooley’s Beth Sasfai, Michael Mencher and Broc Romanek – as well as Proxy Analytics’ Steve Pantina – as they provide practical guidance on how to tackle so many changes in an uncertain environment – …
Corp Fin (Mostly) Gets Out of the Shareholder Proposal Processing Business
Perhaps not too surprising given the recent speech by SEC Chairman Paul Atkins that effectively cast doubt on the viability of precatory shareholder proposals if state law dictates that result and a company obtains a legal opinion to that effect, Corp Fin issued this statement this morning saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a …
Broadridge’s Cathy Conlon on “Retail Voting Programs: All You Need to Know”
In this 13-minute video, Broadridge’s Cathy Conlon discusses the retail voting programs popularized by ExxonMobil, including: 1. What are the essential steps of the ExxonMobil program? 2. Will the SEC allow other companies to follow ExxonMobil’s program? What if a company wanted to change some of the parameters? 3. What is Broadridge’s universe of “retail holders” – why might a company’s retail base be bigger …
White House Considers Proxy Advisor Executive Order (Plus FTC Mulls Antitrust Action)
According to this WSJ article, the Trump administration is considering an executive order targeting proxy advisors like ISS and Glass Lewis. The proposed executive order parameters might include: Officials are also exploring ways to limit how index-fund managers vote, with one idea requiring fund managers to mirror client votes for those investors who choose to exercise voting rights. Discussions are ongoing and fluid, with multiple …
Microsoft Excludes Chevedden Proposal on Procedural Grounds Without No-Action Relief (Due to Shutdown)
As a byproduct of the government shutdown, Microsoft has decided to exclude a shareholder proposal submitted by John Chevedden on the grounds that it wasn’t submitted timely – even though the company hasn’t received no-action relief because Corp Fin isn’t processing no-action requests due to the shutdown, as noted in this Bloomberg article. Here’s a letter to Corp Fin informing it of the company’s decision …
Vanguard Adds $1.4 Trillion in Funds to Its Voting Choice Program
We’ve been blogging quite a bit about ExxonMobil’s retail voting program, including this blog about a recent lawsuit filed against it. It remains to be seen whether other companies will pursue this type of program even though many are investigating whether they should. On other side of the coin, Vanguard recently announced that it will add over $1.4 trillion of its funds – including its …
Upcoming Webcast: “Hot Governance and Engagement Proxy Tips You Need to Know”
Join us on Wednesday, December 10th for a webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – during which Cooley’s Beth Sasfai, Michael Mencher and Broc Romanek – as well as Proxy Analytics’ Steve Pantina – as they provide practical guidance on how to tackle so many changes in an uncertain environment – including how your proxy disclosure and shareholder proposal …
ISS Proposes 8 Changes to US Voting Policies
Not long ago, I blogged about a survey of the responses to ISS’ annual policy survey. Now, ISS has posted its proposed voting policy changes for 2026. Comments are due by November 11th. As noted in greater detail in this Cooley Alert, there are a total of 19 proposed policy changes including these eight policy changes that would apply in the US: 1. E&S Proposals: …