As we recently blogged about, the US Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules last week. As a result, these rules no longer apply to proxy and information statements filed by Nasdaq-listed companies. Cooley’s Beth Sasfai told me she is fielding a lot of questions about what this means for Nasdaq-listed companies. Beth notes it means …
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ISS Updates Voting Policies and Executive Compensation FAQs
A few days ago, ISS issued this press release announcing the updating of its voting policies, for annual meetings held on or after February 1, 2025. Here is the complete set of ISS benchmark voting policies. There is not much this year in the way of change. The few changes are listed in this executive summary and this “policy updates” document. For the US, the policy changes …
Here Come the EU CSRD and IFRS Disclosures
Just as I was starting this job, Cooley put out an awesome alert – with a set of great graphics – noting how the initial disclosures made voluntarily under the CSRD look. The top takeaways include:
Video Archive: “Hot Governance and Engagement Proxy Tips You Need to Know”
Here’s the video archive for last week’s webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – during which Cooley’s Beth Sasfai, Michael Mencher, and Broc Romanek and Proxy Analytics’ Steve Pantina discussed how you can prepare for another wild proxy season by keeping your proxy fresh and staying attuned to stakeholder demands.
5th Circuit Court Nixes Nasdaq’s Board Diversity Rule
Wow. By a 9-8 vote – that’s a close one! – the 5th Circuit decided that the SEC exceeded its authority when it approved the Nasdaq’s board diversity rule in Alliance for Fair Board Recruitment v. SEC last week. The 5th Circuit’s decision overrules a 5th Circuit panel decision from October 2023 that upheld the Nasdaq’s rule. It’s being reported that Nasdaq doesn’t intend to …
Corp Fin Director Erik Gerding to Depart
Not surprising given there are impending changes afoot for the positions of the SEC chair and the US president, Corp Fin Director Erik Gerding announced today that he will be leaving the SEC at the end of the year. Erik was well-liked by the Corp Fin Staff and boosted morale – so I’m sure he will be missed. Deputy Director Cicely LaMothe will step up …
The Latest Proxy Season Stats (& Expectations for ’25)
Related to today’s webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – courtesy of Steve Pantina of Proxy Analytics, here are 2024 proxy season stats through the end of November: 2024 Shareholder Proposal Stats Expectations for the 2025 Season Investor Guidelines Growing Divide Between Voting and Engagement
Your Top 12 Decision Points for EDGAR Next – Part 2
As I blogged about in Part 1 last month, there are actions you should be taking now to prepare for the SEC’s new EDGAR Next, including becoming educated about what this is all about. Here are the last of the dozen questions you should be asking yourself – with a big hat tip to McKesson’s Jim Brashear for helping to sort this out: 5. What …
This Thursday’s Webcast: “Hot Governance and Engagement Proxy Tips You Need to Know”
Join us this Thursday, December 12th for a webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – during which Beth Sasfai, Michael Mencher and Broc Romanek – as well as Proxy Analytics’ Steve Pantina – will discuss how you can prepare for another wild proxy season, including up-to-date advice to keep your proxy fresh and attuned to stakeholder demands – such as specific …
Proxy Season Prep: 15 Tips and Reminders for In-House Teams
Ahead of Thursday’s webcast – “Hot Governance and Engagement Proxy Tips You Need to Know” – check out this Cooley Alert from Michael Bergmann, Brad Goldberg, Ali Murata, Beth Sasfai and Michael Mencher with 15 proxy season tips. Also check out tomorrow’s webcast: “Tackling the Hot Spots in Periodic Reports and Earnings Releases.”