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 …
Five Wild Things About the New Texas Shareholder Proposal Law
As we’ve blogged about recently, Texas has taken a number of steps to bolster its reputation as a business-friendly state. The latest is a new law aimed at making it harder for shareholder proponents to get a proposal (other than a director nomination) on the ballot at a meeting of shareholders. This bill, which is fairly bare bones, has been approved by the Texas Legislature …
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 …
Preparing for the Virtual-Only Annual Meeting: Issues to Consider
For those planning for a virtual-only annual shareholders meeting, here are a non-exhaustive list of issues to consider (these also apply to hybrid meetings, which also have other issues to ponder given the in-person component of them):
Brush Up on the Floor Proposal Process Before Your Annual Meeting
When I was in-house, one of the nerve-wracking aspects of the annual shareholders meeting was bracing yourself for the unexpected. Preparing as much as you can for something unexpected is a good idea – and one way to do that is to refresh your memory about what to do in case someone attending the meeting offers a proposal from the floor. We saw a number …
Annual Meetings: Giving the ‘High Sign’ to the Meeting Chair
I had to look up the definition of “high sign” because I’ve said it for the entirety of my life, but it doesn’t feel right in this day and age. But sure enough, it means what I thought: “a surreptitious gesture, often prearranged, giving warning or indicating that all is well.” I’ve been blogging about planning for the unexpected but you can’t prep for every …
Annual Meetings: Scenario Planning for Surprises
When conducting the dry run for your annual meeting, be sure to cover – to the extent you can – the unexpected by conducting scenario planning. Things might go according to plan, but they might not. Better to be safe than sorry because it’s inevitable that there will eventually be a swerve. For some companies, something unexpected happens nearly every year. Here are four considerations …
Shareholder Engagement on Comp: Time-Sensitive Complications for This Proxy Season
Here’s this Cooley Alert from Ali Murata, Michael Bergmann and Brad Goldberg: “As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders proactively ahead of a compensation-related proposal or in response to a negative recommendation from proxy advisory firms. In addition …
Vanguard Also Resumes Shareholder Engagements
As expected when we heard that BlackRock had resumed shareholder engagements shortly after it paused them in the wake of Corp Fin’s new CDI positions regarding “control” and “influencing” a company when engaging, Vanguard also has now resumed its engagements after pausing them a few weeks ago, as reported in this article. It will be interesting to hear how the nature of engagements going forward …
Glass Lewis Addresses Board Diversity With “For Your Attention” Flag
This Cooley Alert that I blogged about earlier today – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – has been updated for this development: “On March 4, 2025, Glass Lewis sent a memo to clients providing an update on its diversity-related proxy voting policies. While an earlier Glass Lewis memo from February 19 previewed that Glass Lewis was considering implementing changes …