On the heels of Corp Fin issuing two no-action responses on voting instruction plans to Goldman Sachs and Tesla last week – with the Tesla response specifically stating that other companies can rely on that guidance – the Staff issued two new CFIs yesterday about VIPs. One CFI states that a company can decide to offer only one type of standing voting instruction – so …
ISS Announces Global Benchmark Policy Survey Results
Yesterday, ISS released the results from its annual global benchmark policy survey. There were a number of key differences between investor and corporate/non-investor respondents on a number of issues – including on director tenure, semiannual reporting, discretionary bonuses and climate disclosure. Here are a dozen things we learned:
Next Week’s Webcast: “It’s Happening! How the SEC Proposals Will Impact You”
The SEC just dropped a bevy of proposals – and interpretive positions – that look to reshape future proxy seasons and disclosure practices in a dramatic way. How will those impact those in-house? What processes and procedures should you be rethinking in anticipation? What should you be telling your management team and board? Join us on Thursday, October 15th for a webcast – “It’s Happening! …
Out With the Old: SEC Proposes to Trim Long-Standing Proxy Requirements
Here’s an excerpt from this Cooley Alert about the SEC’s recent proposal to modernize proxy solicitation penned by Brad Goldberg, Beth Sasfai, Justin Kisner, Alaina DeBona and Luci Altman: “Why this matters: A consistent theme of technology-driven modernization: The proxy solicitation proposal is perhaps best understood as part of a broader and consistent pattern under the current SEC administration to revisit disclosure and delivery requirements …
Upcoming Webcast: “It’s Happening! How the SEC Proposals Will Impact You”
The SEC just dropped a bevy of proposals – and interpretive positions – that look to reshape future proxy seasons and disclosure practices in a dramatic way. How will those impact those in-house? What processes and procedures should you be rethinking in anticipation? What should you be telling your management team and board? Join us on Thursday, October 15th for a webcast – “It’s Happening! …
Tesla and Goldman Sachs Announce New “Voting Instruction Plans” for Retail Shareholders
A year ago, ExxonMobil secured a favorable no-action position from Corp Fin for a “voting instruction plan” intended to secure more votes from retail shareholders at its annual meeting. The program allows for voluntary standing “opt in” voting instructions for retail holders that follows the board’s recommendations, with annual reminders and the ability to override or cancel. Broadridge helped to run ExxonMobil’s program – and …
BlackRock Issues Its 2026 Global Voting Report
Recently, BlackRock released this 32-page investment stewardship report about how it voted globally for the year ended on June 30th. The voting stats are on page 29 in the first appendix. Here are eight things to know:
Vanguard’s Two Stewardship Teams Issue Their 2026 Voting Reports
Recently, both Vanguard Capital Management and Vanguard Portfolio Management each issued their annual stewardship reports to describe how they voted over the first half of 2026. This is the first time that each stewardship team has issued their own voting report. Interestingly, even though each team has identical voting policies, they interpreted those policies differently and the voting results didn’t wind up being identical.
Delaware Planning to Tackle a Rule 14a-8 Void?
As we noted in this Cooley Alert, state law and governing documents would take on greater significance if the SEC was to adopt its proposal to rescind Rule 14a-8. Texas has already enacted an opt-in statutory framework addressing shareholder proposal rights more broadly. In Delaware, whether shareholders have an inherent right to bring precatory proposals remains unsettled – and indeed, it looks like that issue …
The Potential Future for Preliminary Proxies
Below is an excerpt from this excellent Cooley Alert about the SEC’s proposal to rescind Rule 14a-8 penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Liz Dunshee, Vince Flynn, Amanda Weiss and Justin Kisner: “Change in preliminary proxy filing requirements: The proposed amendments also would amend Rule 14a-6 so that the submission of a shareholder proposal outside the 14a-8 process would not itself trigger a …