Here’s the intro from this Cooley Alert penned by Ali Murata, Michael Bergmann and Vince Flynn: “Last week, Glass Lewis issued the client communication below previewing changes to its quantitative pay-for-performance (P4P) model that will become effective for shareholder meetings starting in 2026. The announcement signals significant revisions to the structure and scope of the Glass Lewis P4P assessments for US and Canadian companies. Glass …
SEC Roundtable on Executive Compensation: Quick Debrief
Here’s an excerpt from this Cooley Alert penned by Ali Murata, Michael Bergmann, Brad Goldberg and Reid Hooper describing what went down during the SEC’s roundtable on executive pay disclosures that took place last Thursday: “The SEC commissioners who spoke appeared uniform in their conviction that the existing rules are unduly complex, repetitive and overly inclusive, and have lost sight of their ultimate purpose of …
The Upcoming Society Conference: The Proxy Season Wristband Preview!
All the rage! If you’re attending the ‘Society of Corporate Governance’ Conference in Colorado in a few weeks, look for one of our Cooley people – including me – so that you can procure one of our nifty “proxy season wristbands.” You can also procure a proxy season wristband by visiting us at our cocktail party on Thursday, July 10th at “The Golden Bee” at …
Vanguard Will Restructure Into Two Distinct Investment Advisors
Last week, Vanguard issued this statement announcing a plan to split its investment management and stewardship functions into these two wholly-owned investment advisors, perhaps to help manage its growth per this Morningstar piece: Here are four things to know:
Tomorrow’s Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us tomorrow, Tuesday, June 24th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly …
Texas Legislature Passes Law to Rein in Proxy Advisors
Recently, the Texas Legislature passed Senate Bill 2337 (SB 2337) in an effort to regulate proxy advisors – including ISS and Glass Lewis – when they provide proxy voting recommendations for those companies that are either: If signed by the Texas Governor, the law becomes effective on September 1st like other recent business-friendly laws enacted in that state (like this one relating to shareholder proposals). …
Next Tuesday’s Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us next Tuesday, June 24th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly …
The SEC Withdraws Its Shareholder Proposal Rule Proposal That Would Have Modified Three Bases for Exclusion
Last week, the SEC issued a notice of formal withdrawal for 14 proposed rulemakings that were issued a few years ago – these rules were never adopted. The only Corp Fin rulemaking in this group was this proposal from 2022 that sought to amend Rule 14a-8 by modifying the substantial implementation, duplication, and resubmission bases for exclusion of shareholder proposals. Speaking of Rule 14a-8, as …
The SEC’s Executive Pay Disclosure Roundtable: Agenda Announced
As I blogged last month, the SEC is holding a half-day roundtable on Thursday, June 26th to consider whether the SEC’s executive pay disclosure requirements need updating. At the time, the public was invited to submit comments on 9 lengthy questions posed in this statement from SEC Chair Paul Atkins. Only a dozen comment letters have been submitted so far. Now the SEC has posted …
Upcoming Webcast: “Proxy Season Recap – 10 Hot Topics”
Join us on Tuesday, June 24th (1:00 – 2:00 pm eastern) for the webcast – “Proxy Season Recap: 10 Hot Topics” – as Cooley’s Ali Murata, Reid Hooper, Michael Mencher and Broc Romanek – along with Steve Pantina, CEO of Proxy Analytics – discuss how this wild proxy season went down, including up-to-date practical guidance to get ready for next year – such as rapidly …