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 …
Board Diversity: Policy Updates and Considerations for Proxy Season
After the following intro of this Cooley Alert – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – dig into the nitty gritty of the various investor and proxy advisor policy updates you should be aware of, as well as the takeaways (including addressing how State Street updated its voting policies in this area on Friday): “Public companies find themselves rethinking disclosures …
How to Handle Negative Recommendations from a Proxy Advisor
In this 10-minute video, Cooley’s Ali Murata and Scott McCall discuss how to handle negative recommendations from proxy advisors, including:
BlackRock Engagements Are Back On!
A few days ago, I blogged that BlackRock had temporarily paused engagements so they could digest and adjust to Corp Fin’s new CDI positions regarding “control” and “influencing” a company when engaging. As noted in this Reuters article, BlackRock has now resumed its engagements. It has also been reported that Vanguard has temporarily paused its engagements – and I imagine that it too will resume …
Glass Lewis Changes Course on Board Diversity (Too)
Given the late season announcement last week from ISS on its board diversity voting policies, it’s not that surprising that Glass Lewis also has now announced changes to its voting policies in this area. Glass Lewis has sent a memo to clients – with further guidance coming on March 3rd after it hears feedback from its investor clients and after the DOJ issues a report …