How to Draft “Board Meeting” Disclosure for the Proxy

As part of your proxy statement filed with the SEC, you will disclose information about the number of board—and board committee—meetings as well as whether your directors attended fewer than 75% of the meetings they were supposed to attend.
This is required by Item 407(b) of Regulation S-K.

At the 7:06 mark, our guests today – Gunster’s Bob Lamm and Consultant Jane Storero – also tackle these questions:

1. How much do directors hate this disclosure, when they miss more than 25%?
2. How hard is to write mitigating disclosure?
3. Can you talk about proxy advisor policies for those that miss more than 25% of their meetings?
4. What do you think about the use of a graphic to show off your average-weighted attendance if the stats are good?
5. How do you adopt a director attendance policy? Do you see companies post that online outside of their corporate governance guidelines?
6. How a director candidate’s availability impacts their ability to be recruited onto the board?

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