Proxy Season
1. Latest Developments
2. D&O Questionnaires
3. Preliminary Proxies, 10-K Wraps & Glossy Annual Reports
4. Determining “NEOs”
5. S-K Items for the Proxy
6. Proxy Design
7. Amending/Fixing the Proxy
8. Management Proposals
9. Proxy Cards/VIFs/Proxy Plumbing
10. Shareholder & Proxy Advisor Engagement
11. Shareholder Proposals
12. Annual Meetings
13. IR Webpages
14. Stock Exchange Requirements
1. Latest Developments
- A Wild Governance & ESG Day: ExxonMobil, Royal Dutch Shell and Chevron
- Prudential’s “Summary ESG Report”
- The Investors Speak on ESG
- Virtual Annual Meetings: Computershare’s Perspective
- Parsing the Form S-8 / Rule 701 Proposals
- Meredith, Keith & Alan Talk Disclosures: Hot Takes
- How to Handle “Human Capital Management” Disclosure
- How to Handle Shareholder Engagement
- Pat McGurn’s ’21 Proxy Season Perspective
- Virtual Shareholder Meetings: The Legal Aspects
- Parsing the SEC’s “Perks” Investigations
- A Wave of “Board Diversity” Shareholder Derivative Lawsuits
- How to Update Your “Business” Section Disclosure
- ESG & Incentive Pay
- How to Handle Corp Fin’s Comment Letter Process
- Pay Ratio (& Pay Equity) Issues to Consider Now
- A Complete Dissection of a Cool Proxy (From Coca-Cola!)
- Virtual Shareholder Meetings: In the Trenches
- 10 Groovy Things to Disclose About Virtual Annual Meetings in Your Proxy
- The Latest on Covid Disclosures
- Yes, “Diversity & Inclusion” Disclosures
- Proxy Design: Board Diversity
- 6 Mistakes Companies Make When Communicating with ISS
- 20 Ways to Use “Additional Soliciting Materials” for the Proxy Season
- “Risk Factors” Til It Hurts
- “Who Does What – & When” During the Proxy Season
- Proxy Disclosure Trends: Board Composition & Activities
- The Latest ESG Disclosure Trends
- The Latest Executive Pay Disclosure Trends
- The Latest “Proxy Season” Disclosure Trends for the Top 100 Companies
- 14 CYAs You Might Have in Your Proxy
- Voting Trends of the 2020 Proxy Season
- 8 Things About the 2021 Proxy Season You Should Know (“Allison & Shannon-Style”)
- Shareholder Engagement ’21: The Three C’s (Covid, Climate, Human Capital)
- Virtual Shareholder Meetings: Broadridge’s View
- All You Need to Know About Proxy Advisor Reports (Correcting & More)
- Board Diversity Truly Matters
- How to Draft “Legal Proceedings” Disclosure
- Virtual Shareholder Meetings: How to Handle Q&A Sessions
2. D&O Questionnaires
3. Preliminary Proxies, 10-K Wraps & Glossy Annual Reports
5. S-K Items for the Proxy
- Meredith, Keith & Alan Talk Disclosures: Hot Takes
- How to Handle “Human Capital Management” Disclosure
- A Complete Dissection of a Cool Proxy (From Coca-Cola!)
- 10 Groovy Things to Disclose About Attending Annual Meetings in Your Proxy
- 10 Groovy Things to Disclose About Voting in Your Proxy
- 10 Groovy Things to Disclose About Virtual Annual Meetings in Your Proxy
- Yes, “Diversity & Inclusion” Disclosures
- “Risk Factors” Til It Hurts
- How to Handle Updating “Risk Factors”
- 20 “Do’s” & “Don’ts” for Risk Factors
- How to Prepare “Audit Committee” Disclosure for the Proxy
- Non-GAAP Measures in the Proxy
- How to Draft “Voting Standards” Disclosure for the Proxy
- How to Prepare “Beneficial Ownership Tables” for 5% Stockholders for the Proxy
- How to Prepare “Beneficial Ownership Tables” for Directors & Officers for the Proxy
- How to Draft “Director Annual Meeting Attendance” Disclosure for the Proxy
- How to Draft “Section 16 Delinquencies” Disclosure for the Proxy
- How to Draft “Shareholder-Director Communication” Disclosure for the Proxy
- How to Draft “Board Meeting” Disclosure for the Proxy
- How to Draft “Related-Person Transaction” Disclosure
- How to Draft “Compensation Committee Disclosure” for the Proxy
- How to Draft “Compensation Consultant Disclosure” for the Proxy
- How to Draft “Pre-Approval of Non-Audit Services” Disclosure for the Proxy
- The Definitive Guide on “Audit Committee Financial Experts”
- How to Draft “Change in Auditors” Disclosure for the Proxy
- How to Draft “Audit Fees” Disclosure for the Proxy
- How to Draft “Nominating Committee Process” Disclosure for the Proxy
- How to Draft “Director Qualifications & Skills” Disclosure for the Proxy
- How to Draft “Directors & Officers Legal Proceedings” Disclosure for the Proxy
- How to Draft “Directors & Officers Bio” Disclosure for the Proxy
6. Proxy Design
- A Complete Dissection of a Cool Proxy (From Coca-Cola!)
- 50 Sets of Director Bios – The Coolest Thing Ever
- Proxy Design: Board Diversity
- 5 Bewildering Things About “Plain English”
- Do Shareholders Actually “Read” Proxies? And If So, How?
- Proxy Design: “Company Purpose”
- Proxy Design: “Company Performance”
- Proxy Design: “Company Strategy”
- Proxy Design: Proxy Summaries
- Proxy Design: “Company Strategy”
- Proxy Design: CD&A Summaries
- Proxy Design: The Covers
- Proxy Design: ESG Highlights
- Proxy Design: Shareholder Engagement
- Proxy Design: Human Capital Management
- Proxy Design: CEO/NEO Pay Mix
- Proxy Design: Executive Pay’s “What We Do/What We Don’t Do”
- Proxy Design: Peer Groups
- Proxy Design: LTIPs
- 6 Hot Tips for Working With Proxy Designers
- 14 CYAs You Might Have in Your Proxy
- Proxy Design: Director Skills & Qualifications Matrix
- Proxy Design: Director Tenure
- Proxy Design: Director Bios
7. Amending/Fixing the Proxy
- Do We Have to Amend Our Proxy If Management Withdraws a Proposal Before the Annual Meeting?
- Do We Have to Amend Our Proxy If a Shareholder Withdraws Its Proposal Before the Annual Meeting?
- How to Correct Proxy Statement Mistakes
- 5 Mistakes Made With Preliminary Proxy Statements
- Do We Have to Amend Our Proxy If a Director Is Replaced Before the Annual Meeting?
- Do We Have to Amend Our Proxy If a Director Resigns Before the Annual Meeting?
8. Management Proposals
- How to Obtain Shareholder Approval of an Equity Compensation Plan
- How to Draft “Management Proposals” for the Proxy
- Do We Have to Amend Our Proxy If Management Withdraws a Proposal Before the Annual Meeting?
- Why Do Companies Place “Auditor Ratification” on Their Ballots?
- How to Handle Auditor Ratification for the Proxy
9. Proxy Cards/VIFs/Proxy Plumbing
- What is an “Omnibus Proxy”?
- What is “DTC” (and “Cede & Co.”)?
- What is a “NOBO List”?
- What Are “OBOs” & “NOBOs”?
- What’s the Difference Between “Beneficial Owners” & “Record Holders”?
- What’s the Difference Between “Book-Entry” & “Stock Certificates”?
- The Nuts & Bolts of “Proxy Plumbing”
- 5 Things You Should Know About Broadridge
- What Does “Unbundling” a Proposal Mean?
- 3 Reasons Why You Need to Know What “Broker Non-Votes” Are
- What Are “Broker Search Cards”?
- What’s the Difference? Proxy Cards, VIFs, Annual Meeting Ballots, Notice of Internet Availability
- How to Draft “Proxy Cards”
- How to Draft “Voting Standards” Disclosure for the Proxy
12. Annual Meetings
- Broadridge’s Virtual Meeting Platform With the Q4 Touch
- Virtual Annual Meetings: Computershare’s Perspective
- Virtual Shareholder Meetings: The Legal Aspects
- Reg FD & Annual Shareholder Meetings
- Does “Notice & Access” Really Save Companies Money?
- Annual Shareholder Meetings: Don’t Pay for the Same Thing Twice
- Why You Should Use a “Special” Tabulator for Your Employee Plans for Your Shareholders Meeting!
- What are the Roles of the “Inspector of Election” & “Tabulator” for a Shareholders Meeting?
- The Posting of Annual Meeting Transcripts
- How to File Form 8-Ks for Missed or Moved Annual Meetings
- How to File Form 8-Ks for Voting Results for the Annual Meeting
- Livestreaming Your Annual Shareholders Meeting
- 10 Groovy Things to Disclose About Attending Annual Meetings in Your Proxy
- 10 Groovy Things to Disclose About Voting in Your Proxy
- Virtual Shareholder Meetings: In the Trenches
- 10 Groovy Things to Disclose About Virtual Annual Meetings in Your Proxy
- Can We Adjourn Our Annual Shareholders Meeting to Solicit More Votes?
- Can We Postpone Our Annual Shareholders Meeting?
- “Who Does What – & When” During the Proxy Season
- Virtual Shareholder Meetings: Broadridge’s View
- Why Do Companies Place “Auditor Ratification” on Their Ballots?
- Virtual Shareholder Meetings: How to Handle Q&A Sessions
13. IR Webpages
- The Future of Investor Relations (Is Here)
- How to Improve Your IR Web Page By Using SEO
- What’s Required for a Company’s “IR Web Page”?
- Reg FD & IR Webpages as “Recognized Channels of Distribution”
- Good Examples of E&S Info Displayed on IR Web Pages
- Good Examples of IR Web Pages
- The State of IR Web Pages
- How to Archive Earnings Calls on IR Web Pages
- The State of Using Social Media for IR
- Top 8 Things That Should Be Standard on IR Web Pages (But Aren’t Yet)
- 5 Innovative Things From IR Web Pages
- How to Handle Creating Navigation for IR Web Pages
- How E&S Should Be Baked Into IR Web Pages
- What Investors Typically Want Out of IR Web Pages
14. Stock Exchange Requirements