We’ve been blogging quite a bit about ExxonMobil’s retail voting program, including this blog about a recent lawsuit filed against it. It remains to be seen whether other companies will pursue this type of program even though many are investigating whether they should. On other side of the coin, Vanguard recently announced that it will add over $1.4 trillion of its funds – including its …
Upcoming Webcast: “Hot Governance and Engagement Proxy Tips You Need to Know”
Join us on Wednesday, December 10th for a webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – during which Cooley’s Beth Sasfai, Michael Mencher and Broc Romanek – as well as Proxy Analytics’ Steve Pantina – as they provide practical guidance on how to tackle so many changes in an uncertain environment – including how your proxy disclosure and shareholder proposal …
ISS Proposes 8 Changes to US Voting Policies
Not long ago, I blogged about a survey of the responses to ISS’ annual policy survey. Now, ISS has posted its proposed voting policy changes for 2026. Comments are due by November 11th. As noted in greater detail in this Cooley Alert, there are a total of 19 proposed policy changes including these eight policy changes that would apply in the US: 1. E&S Proposals: …
For a Shareholder Engagement Meeting, Who Should Attend?
Typically, someone from the general counsel/corporate secretary team is always involved in an engagement. From there, you look at the agenda for the engagement to see what the issues are – and you bring the right people. You don’t want people on the call on your side who will have no role. Having a dozen people on the call is overkill and won’t feel right …
Will Lack of Shareholder Proposals Mean More ‘Vote No’ Campaigns? Maybe It Already Has…
I’ve blogged a few times about how the SEC Chairman Paul Atkins has delivered a speech in which he stated that one of his top priorities is to make being a public company an attractive proposition, with eliminating precatory shareholder proposals being one of the goals. In the speech, Chairman Atkins indicated that there’s no firm basis under Delaware law for a shareholder right to …
Florida City Pension Fund Sues ExxonMobil Over Retail Voting Program
Recently, I blogged about a Cooley Alert detailing some opposition to retail voting programs patterned after the one pioneered by ExxonMobil, including noting how some aspects of the campaign against these voting programs are misleading. Now the City of Hollywood Police Officers’ Retirement System has filed a proposed class action in U.S. District Court of New Jersey on behalf of ExxonMobil shareholders against the company …
Glass Lewis Moving (Gradually) to Bespoke Policies Rather Than Benchmark
Recently, Glass Lewis announced it’s looking to change its business model in a big way by moving to bespoke policies for its investor clients rather than a uniform benchmark policy. It expects to make this move over the course of the next two years, eventually offering clients four different perspectives rather than a ‘house’ benchmark view. Glass Lewis says it can do this due to …
How Do You Know Which Issues to Engage On?
The initial obvious answer is to engage on issues that the investors you’re meeting want to talk about. That’s the primary purpose of engagement – to find out what investors want to know and give them that information. But you should be proactive if you know there are issues that you should be engaging on. Don’t let it always be shareholder driven. Obviously, if you …
The Misleading Campaign Against Retail Voting Programs
Following up on the ExxonMobil retail voting program that recently received Corp Fin no-action relief – that I blogged about a few weeks ago – here’s an excerpt from this Cooley Alert penned by Brad Goldberg and Michael Mencher: “Contrary to the allegations of the retail voting program’s detractors, the SEC’s no-action response provides clear guardrails to ensure that retail voting programs do not undermine …
SEC Chair Suggests Path to Eliminating Most Shareholder Proposals
Following up on my blog from Friday about the bombshell speech delivered by SEC Chair Paul Atkins about shareholder proposals, here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Reid Hooper, Michael Mencher and Liz Dunshee: “If submitting a precatory proposal is not a right shareholders have under Delaware law, then, according to Chairman Atkins, such proposals should be excludable under …