Here’s a rundown of the survey questions applicable to companies in the US:

1. Director Independence and Tenure: One of the survey’s most significant governance questions asks whether long board tenure should become a factor in determining director independence, asking:

• Whether tenure should matter at all;
• After how many years (10, 12, 15, 20 or another period) independence should be questioned; and
• Whether ISS should evaluate only individual tenure or broader board refreshment factors.

2. Reincorporations and Shareholder Rights: ISS asks how shareholders should evaluate companies that:

• Reincorporate into another jurisdiction;
• Amend governing documents after changes in corporate law; or
• Adopt governance provisions that may reduce shareholder rights.

The survey probes how investors should balance claimed business benefits against potential reductions in shareholder protections.

3. “Problematic” Governance Provisions: One question asks whether ISS should continue issuing ongoing (“perpetual”) negative vote recommendations against directors when companies retain governance provisions such as:

• Multi-class share structures,
• Supermajority voting requirements,
• Restrictions on shareholder proposals, or
• Other long-term limitations on shareholder rights.

It also asks whether adverse recommendations should target only committee chairs or expand to additional directors over time.

4. Semiannual vs. Quarterly Reporting: The survey directly references the recent SEC proposal which would allow companies to report semiannually instead of quarterly. Respondents are asked whether they believe:

• Semiannual reporting would benefit companies;
• It would increase market risks by reducing disclosure frequency;
• It is appropriate only for smaller or early-stage companies; or
• It should generally be avoided.

5. Executive Pay Practices and Disclosure: ISS asks numerous questions about executive pay, including:

• Whether discretionary bonus plans at financial institutions should remain a governance concern;
• How ISS should respond if more companies become exempt from say-on-pay votes under proposed SEC rules;
• Appropriate board responsiveness thresholds when say-on-pay is unavailable; and
• Whether compensation committee members should continue to bear accountability in those situations.

The survey also examines whether companies should be permitted to withhold future long-term incentive performance goals because disclosure could cause competitive harm. It also asks whether relative performance goals deserve different treatment from absolute performance goals.

6. Board Accountability: Across nearly every topic, the survey repeatedly asks whether accountability should fall on:

• Individual committee chairs,
• Entire committees,
• The full board,
• External auditors, or
• Some escalating combination depending on the seriousness and persistence of the governance concerns.

This reflects ISS’s continuing emphasis on using director elections as the primary mechanism for enforcing governance standards.

The post ISS Policy Survey: The Year to Reassess Governance Standards? appeared first on The Governance Beat.

1. File the 8-K within four business days

Disclose any auditor change (resignation, dismissal or refusal to stand for reelection) on Form 8-K under Item 4.01 within four business days – no exceptions, even if the change occurs right before your 10-K filing.

2. No hiding by using the 10-K for the disclosure

You can’t satisfy Item 4.01 reporting obligations with a Form 10-K. A standalone Form 8-K is required, even if the change occurs within days of filing the 10-K.

3. Option to use the same filing if a new auditor is hired when one leaves: Separate events, separate items

Auditor departure (Item 4.01(a)) and new engagement (Item 4.01(b)) are separate reportable events. If they occur close together, you can report both in a single Form 8-K – but you don’t have to.

4. Auditor departs before their audit is wrapped: Form 8-K/A may be needed

If the auditor is dismissed before completing the audit, you may need to amend the 8-K once the audit wraps. Mention in your initial 8-K that an amendment will follow.

5. Get an exit letter from the departing auditor

Send the disclosures to the outgoing auditor – and request a letter stating agreement or disagreement. File it as an exhibit to your Form 8-K.

6. Say what you mean: Use Item 304 lingo

Stick to “resigned,” “dismissed” or “declined to stand for reelection.” Avoid vague terms like “terminated the relationship” or “parted ways.”

7. Repeat the 8-K language in the next proxy (and the proxy after that)

Even if you’ve filed a Form 8-K, you must repeat the disclosure in the proxy statement under Item 9(d) of Schedule 14A – at least for two years.

8. Yes, you can recycle the same disclosure for your next two proxies

It’s common to reuse last year’s auditor change disclosure for the second year’s proxy if nothing has changed.

9. Disagreements? Say so – even if there aren’t any

Item 304 requires affirmative disclosure of whether any disagreements occurred. If there were none, say so plainly.

10. No need to mention a peaceful transition

If there were no “reportable events,” you don’t have to say that. But if there were, they need full disclosure.

11. Going concern? Must disclose

If your auditor’s report includes a “going concern” paragraph, disclose that in your Item 304(a)(1)(ii) response.

12. New auditor might look like the old one (but is still new)

Even if the new auditor is affiliated with the old one (like a different country office), if it’s a different legal entity, it’s a reportable change.

13. Not all internal control issues are created equal

A “material weakness” is a reportable event. A “significant deficiency?” Maybe not – but tread carefully.

14. The broad brush of ‘disagreements’

“Disagreement” is defined broadly – it includes any unresolved difference in accounting principles, disclosures or audit scope that might have affected the report.

15. Silent treatment for the exit letter? Disclosure that lack of cooperation

If the former auditor won’t provide the required letter, disclose that fact in your Form 8-K or amendment.

The post Auditor Changes and Disagreements Disclosure: 15 Things to Know appeared first on The Governance Beat.

Last week, as noted in this press release, the SEC proposed a new default for electronic delivery – in the form of “Regulation E-Delivery” – that would allow issuers, broker-dealers, investment advisers and other covered entities to use electronic delivery as the default method for required disclosures without first obtaining affirmative investor consent, provided certain conditions are met. Here’s the 379-page proposing release – and here’s the fact sheet. There’s a 60-day comment period.

Here are seven things to know beyond the default being proposed to be changed to “not needing to obtain affirmative investor consent”:

1. E-Delivery Would Be Optional, Not Mandatory – Covered entities could choose whether to rely on the new framework. Those preferring existing delivery methods wouldn’t be required to switch to e-delivery. The rule would apply broadly to virtually all information required to be delivered under the federal securities laws, covering issuers, broker-dealers, investment advisers and other obligated parties – as well as investors, shareholders, clients, customers and counterparties.

2. Three Conditions Must Be Met Before Default E-Delivery – A covered entity could rely on the proposed rule only if: (1) the recipient has provided an electronic address, (2) the recipient receives clear notice that electronic delivery will be used, and (3) the recipient has not opted out.

3.  Recipients Retain Specific Rights – Investors would continue to have the ability to opt out of e-delivery at any time and request paper copies free of charge. The proposal also includes requirements regarding delivery timing, website accessibility and document availability.

4.  Different Rules for Personal Financial Information – Documents containing personal financial information generally can’t be sent directly by email. Instead, recipients would receive a notice directing them to a secure website where the information could be accessed.

5.  Existing Paper Recipients Receive Transition Protections – Investors currently receiving paper documents would receive two separate paper notices before being transitioned to e-delivery, providing advance notice and multiple opportunities to opt out.

6.  E-SIGN Consent Requirements Would Be Waived – For information delivered under Reg E-Delivery, the proposal would exempt covered entities from the consumer consent requirements of the E-SIGN Act that would otherwise apply.

7. Current SEC Guidance Would Largely Be Superseded – If adopted, Regulation E-Delivery would become the SEC’s primary electronic delivery rule, replacing the existing guidance-based framework while preserving certain longstanding principles.

The post The SEC Proposes Switching the E-Delivery Default appeared first on The Governance Beat.

A majority of these proposed rulemakings did not make the list in the Fall 2025 Reg Flex Agenda, with the SEC announcing they will be tackling the proxy rules in an effort to modernize the proxy system. The Reg Flex Agenda doesn’t get into detail about what that looks like – but Corp Fin Director Jim Moloney touched on this last week at the Society’s annual conference indicating that the OBO/NOBO framework will likely be the subject of a rule proposal.

Here is a list of Corp Fin related proposals – many of which are targeted to be out by October of this year (although the Reg Flex Agenda is “aspirational” as I’ve blogged about many times before):

1. Shareholder Proposal Modernization
2. Executive Compensation Disclosure Reform
3. Amendments to Certain Proxy Rules
4. Rationalization of Disclosure Practices
5. Electronic Delivery of Information Under the Federal Securities Laws
6. Foreign Private Issuer Eligibility Enhancements
7. Updating the Exempt Offering Pathways
8. Rule 144 Safe Harbor
9. Enhancing Retail Exposure to Private Markets
10.  Regulatory Status of Finders
11.  Publication or Submission of Quotations Without Specified Information
12.  Registered Offering Reform
13.  Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies
14.  Rescission of Climate-Related Disclosure Rules
15.  Semiannual Reporting
16.  Crypto Assets

The post The Spring Reg Flex Agenda: A Record-Breaking Number of Rulemakings! appeared first on The Governance Beat.

The post Upcoming Webcast: “Proxy Season Recap – 10 Hot Topics” appeared first on The Governance Beat.

1. Michele Meadows – KPMG

2. Olga Khvatskaya- Dollar Tree Stores

3. Don Carley – Horace Mann Educators Corp

4. Paul Monsour – former Corp Fin Staffer

5. Erin Simonson – Murphy Oil

6. Rocco Gialanella – Noble

7. Amanda Jenkins – International Paper

8. Amanda Packel – Broadridge Financial

9. Robert Kalb – Aon

The post Sights of the “Society for Corporate Governance” Conference appeared first on The Governance Beat.

And this comment letter from a subset of the pharma industry indicates that other companies that signed off on the letter would also do so (although the letter doesn’t identify who those companies are).

Other companies have submitted comment letters indicating they generally support the SEC’s rulemaking – but they don’t expressly say they intend to move to semi-annual reporting.

Overall, as you can see from this list of received comments on the SEC’s website – there are over 100,000 of them (counting the duplicates) – there continues to be mixed sentiment among those submitting comments with the vast majority of commentators expressing disapproval of moving from a mandated quarterly reporting framework. However, the comment process isn’t a popularity contest and the SEC isn’t required to follow the desires of the majority…

The post First Companies Indicate They Would Go “Semi-Annual” appeared first on The Governance Beat.

a. Disclosure Materiality

1. Restore SEC Disclosure to Materiality: Chairman Atkins argued that the SEC should return to its core mission of requiring disclosure only of material information that is important to reasonable investors, rather than continuing to expand disclosure requirements.

2. Disclosure Overload Harms Investors: Lengthy SEC filings can overwhelm investors with immaterial information, making it harder to identify what truly matters while significantly increasing compliance costs and management time. Chairman Atkins cited Justice Thurgood Marshall’s warning against “burying” investors in trivial information.

3. Rejection of Alternative Materiality Standards: Chairman Atkins criticized concepts such as “double materiality” and “decision useful” as departures from established principles of federal securities law, emphasizing that materiality should remain focused on information relevant to investors’ financial returns.

4. Creation of a ‘Materiality Overlay’ for Regulation S-K: A central proposal is to allow companies to omit otherwise required Reg S-K disclosures if they are not material to a particular company. This would create a more principles-based disclosure framework while preserving investor-relevant information.

5. Companies Must Exercise Judgment: Chairman Atkins stressed that disclosure reform alone is insufficient if companies continue to include every historical disclosure or simply copy peer filings. Chairman Atkins warned against a “disclosure death spiral” in which unnecessary disclosure continually expands because no one is willing to remove outdated information.

6. Responsibility Ultimately Rests with Companies: While the SEC can modernize its rules, companies themselves must take ownership of the clarity, volume and usefulness of their disclosures. “The buck stops with you.”

b. Shareholder Proposals

1. This Proxy Season Demonstrated Less Corp Fin Involvement Can Work: Chairman Atkins highlighted that, after Corp Fin stopped issuing Rule 14a-8 no-action responses during this past proxy season, the feared disruption didn’t occur. Proposal omission rates remained similar, litigation was limited and direct engagement between companies and shareholders arguably increased.

2. Corp Fin Will Likely Continue to Not Referee the Rule 14a-8 Process: Chairman Atkins questioned whether the SEC should continue serving as an intermediary in shareholder proposal disputes, suggesting that companies and shareholders are capable of resolving many issues themselves without routine SEC staff intervention.

Between Chairman Atkins’ speech and Corp Fin Director Jim Moloney’s remarks on a panel later in the day, it seems that the SEC is highly likely to keep the status quo from this past season going forward – although it should be noted that the SEC’s decision last year to not referee the Rule 14a-8 process (unless a company is seeking relief under Rule 14a-8(i)(1)’s “not a proper subject under federal or state law” – which hasn’t happened yet) is still in litigation. Thus, we are likely to see Corp Fin at some point extending the September 30th deadline mentioned in this statement…

3. The Upcoming Fundamental Review of Rule 14a-8: Beyond procedural changes, the SEC is reconsidering the broader purpose and legal foundation of Rule 14a-8, including whether the federal government has become too involved in an area traditionally governed by state corporate law.

4. Opposition to Politicization of Shareholder Meetings: Chairman Atkins argued that annual meetings should focus on issues affecting shareholder value rather than serving as forums for broader political or social debates. He urged companies and states to resist allowing the shareholder proposal process to be “weaponized” by special interests.

5. Concern Over A Small Group of Shareholder Proponents Dominating the Process: Chairman Atkins pointed to the fact that a single shareholder proponent sponsored approximately 41% of proposals voted on during this past proxy season – with only 8% receiving majority support – as evidence that the current system allows a small minority to exert disproportionate influence over corporate agendas.

The post Corp Fin Likely to Continue Not Actively Refereeing Shareholder Proposal Process appeared first on The Governance Beat.

The post Upcoming Webcast: “Proxy Season Recap – 10 Hot Topics” appeared first on The Governance Beat.

“And so, what does that type of summer reading list look like? The most logical first step probably is to look at your compensation committee meeting checklist and identify those items that would benefit from a head start, even (and perhaps especially) those items that are not fully ripe for some time, which could include things like the following:

• Evaluate how in-flight 2026 compensation programs are faring, and, as a result, whether there may be reason to give early thought to changes for the 2027 programs.
• Evaluate whether the existing programs are resulting in any unanticipated risks due to changes in economic and geopolitical circumstances since grant.
• Evaluate whether new-hire practices remain generally appropriate to avoid undue scrambling at the time of hire.
• Evaluate the adequacy of share reserves given dilution projections so that you can start marshaling support for an increase.
• Consider whether any additional clawback protections may be appropriate considering your circumstances.
• Evaluate the adequacy of compensation governance procedures generally and whether changes should be put in place for the coming compensation season.
• Give thought to whether the annual proxy disclosure could benefit from a fundamental refresh, which is a notoriously time-consuming exercise and ill-fitted to a pivot late in the year.
• Make sure any annual stockholder outreach is on track and preferably ahead of pace, whether driven by reason of say-on-pay results or otherwise.

Of course, if you don’t already have a compensation committee meeting checklist, one thing that should be near the very top of your summer list is to develop one. And, for companies that do have a checklist, another item for consideration is whether any changes in content or timing are appropriate.”

The post Summer Doldrums – or Time to Think About Executive Comp Programs? appeared first on The Governance Beat.