As noted in the Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher that I blogged about yesterday, Corp Fin issued guidance last week that some thought could alter the nature of shareholder engagement going forward. As noted in this brief news article, BlackRock has cancelled all scheduled shareholder engagements with companies – the article says “temporarily” and that is all we …
Corp Fin Issues New Guidance on Shareholder Proposals and Engagement
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 …
Form 10-K: Our Clawback Checkbox FAQs
We’re in Year 2 for the clawback checkboxes on the cover of the Form 10-K and we’re fielding a lot of questions from clients about them right now. As Cydney Posner noted a little while back in her Cooley blog, there is still a bit of confusion about these two newish checkboxes. Here’s a set of a dozen quick FAQs to help you understand these …
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 …
Video Archive: “Drafting Effective CD&A and HCM Disclosures”
We have posted the video archive for the recent webcast – “Drafting Effective CD&A and HCM Disclosures” – during which Cooley’s Christina Roupas and Ariane Andrade discuss recent trends in CD&A and human capital management (HCM) disclosures, with a focus on practical tips for proxy disclosures.
The “Voting Standards Disclosure” in the Proxy
In this 8-minute video, Cooley’s Asa Henin and Alaina DeBona dive into the nitty gritty of the “voting standards” section of the proxy by providing these practice pointers – these “5 Quick Things”:
Video Archive: “2025 Proxy Season Preview (Including ISS and Glass Lewis Policy Updates)”
Here’s the video archive for the recent webcast – “2025 Proxy Season Preview (Including ISS and Glass Lewis Policy Updates)” – during which Cooley partners Ali Murata and Brad Goldberg, along with Compensia’s Mark Borges, led an overview of hot-button topics in proxy disclosures leading into the 2025 proxy season, including proxy advisors and institutional investor policy updates.