Recently, Corp Fin’s Office of Mergers & Acquisitions issued this notable no-action relief to ExxonMobil to enable retail holders of the company to provide standing instructions to have their votes cast at annual shareholder meetings in support of the board’s recommendations. Here’s a WSJ article about the program. This type of program might be attractive to those companies that have large numbers of retail holders …
How Do You Engage When The “Big 3” Have Split in Half?
Now that the last of the “Big 3” institutional investors have announced that they are splitting their stewardship team into two, it’s fair to wonder how this impacts your engagement strategy and scheduling. Engagement sure has changed this year in numerous ways – in fact, Vanguard’s latest engagement survey revealed a 44% decline in the 2nd quarter of 2025 compared to the same period in …
Court Issues Preliminary Injunction for the Texas Proxy Advisor Law
I recently blogged about how back in June, Texas passed a law – known as “Senate Bill 2337” – that mandates certain disclosures when proxy advisors recommend casting a vote for “non-financial reasons” or provide conflicting advice to multiple clients. I noted that the law takes effect on September 1st – and that ISS and Glass Lewis had filed lawsuits trying to block the new …
Roundup: Comment Letters Responding to Executive Pay Disclosure Roundtable
Here’s an excerpt from this Cooley Alert: “As of August 19, more than 60 substantive comments had been submitted, including one from Cooley, as well as more than 1,000 comments generally following one of two standardized forms. All of the comments are publicly available on the SEC website. To date, most of the comments focus on the requirements applicable to larger issuers as opposed to …
Texas’ Proxy Advisor Law Takes Effect on September 1st
Back in June, Texas passed a law – known as “Senate Bill 2337” – that mandates certain disclosures when proxy advisors recommend casting a vote for “non-financial reasons” or provide conflicting advice to multiple clients. The “non-financial” reasons include a recommendation wholly or partly based on environmental, social or governance investing, diversity, equity or inclusion, social credit or sustainability scores or membership in or commitment …
Glass Lewis Policy Benchmark Survey: The Primary Topics
Recently, I blogged about how ISS is soliciting input on its annual policy benchmark survey. Glass Lewis has also released its annual policy benchmark survey, with responses due by September 15th. Here are the 19 primary areas for which Glass Lewis is seeking input:
How Should You Handle ‘Sunny Day/Peace Time’ Shareholder Engagement?
During the proxy season, everyone’s flat out soliciting votes, so investors are jammed up, and they’ll be available for engagement only if there’s something very specific to your annual meeting that’s important enough to them that they’ll pick up the phone. Note that I said “important enough to them.” It might be important to you – but it might not be to them. It’s always …
Antitrust Regulators Provide Guidance About When Shareholder Engagement Might Become An Issue
I’m not well-versed in antitrust law – nor do I want to be – but this recent FTC/DOJ Statement of Interest from the antitrust lawsuit filed by the State of Texas against BlackRock, State Street and Vanguard bears on shareholder engagement, particularly in the wake of Corp Fin’s recent updated Schedule 13G/D CDIs that I blogged about a few months ago. This is the first …
ISS’ Global Benchmark Survey: The Primary Questions
Last week, ISS launched its latest annual ‘Global Benchmark Policy Survey’ – responses are due by August 22nd. Here are the primary questions (I didn’t include the multiple-choice answers): The vast majority of shareholder proposals at US companies are precatory (non-binding), so that even if a proposal receives majority support, it remains up to the board to determine exactly how (or even whether) to implement …
Proxy Season Highlights: Shareholder and Management Proposals
Here’s an excerpt from this jam-packed Cooley Alert penned by Michael Mencher, Brad Goldberg, Vince Flynn, and Ali Murata: “Institutional Shareholder Services (ISS) issued fewer adverse recommendations again this proxy season, opposing just 11.3% of director nominees, down from 12.7% in 2024 and 13.6% in 2023. Despite this reduced opposition, ISS’s influence remained stable. Directors receiving ISS support averaged 96.5% support, while those facing ISS …