Topic: Proxy Statements

Update: SEC Extends 45-Day Filing Relief Through July 1, 2020

On March 25, 2020, the SEC modified its March 4th order described here, which allowed extended filing deadlines for disclosure reports due between March 1 and April 30, 2020.  The modified order covers all filings due on or before July 1, 2020.

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SEC Coronavirus Guidance on Shareholder Annual Meeting Engagement

On March 13, 2020, the SEC issued guidance regarding the effect of the coronavirus (COVID-19) ‎on upcoming annual shareholder meetings. The SEC advised that a company that has already ‎mailed and filed its proxy materials can change the date, time, or location (including changing to a ‎‎“virtual (or “remote-only”) meeting”) of its annual meeting without mailing additional proxy ‎materials so long as that company promptly‎

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Proxy Voting and Voting Advice: SEC Provides Guidance for Investment Advisers and Proxy Advisory Firms

On August 21, 2019, the SEC provided guidance (available here) to investment advisers, such as fund managers, regarding their proxy voting responsibilities. The SEC also concurrently issued an interpretative release (available here) regarding the applicability of the SEC’s proxy rules to proxy voting advice provided by proxy advisory firms, such as ISS and Glass Lewis.

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SEC Proposes Changes to Disclosure Requirements regarding Business, Legal Proceedings and Risk Factors

On August 8, 2019, the Securities and Exchange Commission (“SEC”) released a proposal (“Proposing Release”) to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K.[1] The SEC stated goal is to improve these disclosures for investors and to simplify compliance for registrants.

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SEC Continues to Grapple with Mandatory Arbitration Hot Potato

The Securities and Exchange Commission has again had to confront how to react to a mandatory arbitration provision that would have the effect of denying investors the ability to pursue federal securities law claims as a class action in a federal court.  Mandatory arbitration provisions are controversial as a policy, legal and political matter and have presented the SEC with challenges. 

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SEC Issues New C&DIs Regarding Disclosure of Board Qualifications and Diversity Characteristics

On February 6, 2019, the SEC staff issued two new identical C&DIs that apply to Item 401 of Regulation S-K, Question 116.11, and Item 407 of Regulation S-K, Question 133.13.  The new interpretation provides guidance on disclosure when a director or a director nominee voluntarily provide self-identified diversity characteristics, such as their race, gender, ethnicity, religion, nationality, disability, sexual orientation, or cultural background, and the director or nominee has consented to disclosure of these diversity characteristics.

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