Last Friday, Corp Fin revised nine CDIs, issued eight new CDIs – and withdrew ten CDIs. A huge shout out to Cooley’s Justin Kisner for the analysis of the CDIs below that are related to the proxy season and deals; the last group of changes listed in section D below are primarily a bunch of “integration” CDI withdrawals or revisions to bring Corp Fin’s interpretive …
ISS Updates Its FAQs to Align With ‘26 Proxy Guidelines
Last month, I blogged several times about what ISS changed in its proxy voting guidelines for this proxy season. Now, ISS has updated its three sets of FAQs – consisting of Non-Compensation FAQs; Executive Compensation FAQs; and Equity Plan Compensation FAQs – to align with those changes and provide more color. Three of the non-compensation FAQs, 15 of the compensation FAQs; and 8 of the …
Vanguard’s Updated Voting Policies: Seven Things to Know
Last week, Vanguard updated its voting policies for this proxy season. Remember that Vanguard has split its stewardship teams into two – and for this proxy season, it appears there are no substantive differences between the Vanguard Capital Management policy and the Vanguard Portfolio Management policy for US companies. Overall, Vanguard’s policy updates closely track the trends we saw in BlackRock’s recent updates, including a …
Shareholder Proposals: What Do the Exclusion Notices Look Like So Far?
Following up on last week’s blog about 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 …
Do Institutional Investors Have a Fiduciary Duty (Sometimes) Not to Vote Proxies?
Last week, the SEC’s Division of Investment Management Director Brian Daly delivered this speech that discussed fiduciary duties and proxy voting. Here are the main points of the speech: 1. Proxy Voting is a Key Focus: Daly emphasized that proxy voting is a central part of the SEC’s regulatory agenda. He referenced President Trump’s Executive Order directing the SEC Chairman to reconsider the regulation of …
First Institutional Investor to Stop Using Proxy Advisors?
According to this WSJ article, J.P. Morgan Asset Management has stopped using proxy advisors – which is believed to be the first time an institutional investor hasn’t used ISS or Glass Lewis as part of its proxy voting analytical process in a long time. Instead, J.P. Morgan Asset Management will use its own internal AI-powered platform to help decide how to vote its proxies. It …
Shareholder Proposals: What Do the Exclusion Notices Look Like So Far?
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 notify the SEC and proponents of their intention …
BlackRock Investment Stewardship’s Updated Guidelines: Nine Things to Know
Here’s a summary of key updates that BlackRock Investment Stewardship (BIS) recently made to its proxy voting guidelines, penned by Cooley’s Brad Goldberg, Beth Sasfai, Michael Mencher and Vince Flynn. The upshot is that the 2026 updates largely reinforce trends from last year, including a sharper emphasis on financial materiality, the removal of “diversity” terminology in favor of experience- and skills-based framing, more neutral language designed …
Video Archive: “Hot Governance and Engagement Proxy Tips You Need to Know”
Here’s the video archive (free registration required) for the recent 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 – provided practical guidance on how to tackle so many changes in an uncertain environment – including how your proxy disclosure and shareholder proposal process may …
Thursday’s Webcast: “SEC Updates – Trending Topics in Disclosure”
Join us this Thursday, December 18th for the webcast – “SEC Updates: Trending Topics in Disclosure” – during which Sarah Sellers and Reid Hooper will provide an overview of trending topics, such as the use of artificial intelligence or the effects of tariffs, and the evolving role they pose in related corporate governance and disclosure matters. Register now. We also have two other upcoming webcasts …