How to Draft “Nominating Committee Process” Disclosure for the Proxy

As part of your proxy statement filed with the SEC, you will disclose certain information about your board’s nominating committee processes, including any required director nominee qualifications.

At the 6:03 mark, Brown-Forman’s Leah Huddleston and Mayer Brown’s Candace Jackson join us to discuss:

1. How do you like to format this disclosure?
2. Where do you like to place this disclosure in the proxy?
3. What are pros – and cons – of placing the committee charter on the company’s IR webpage?
4. How involved is the nominating committee in reviewing this disclosure?
5. Can you speak to the interplay of the SEC’s disclosure requirements regarding the nomination process and the stock exchange’s listing standards?

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