Topic: Proxy Statements

SEC Adopts Rules for Proxy Voting Advisory Firms, Issues Supplemental Guidance for Investment Advisors

by Eugene McDermott, Rob Evans, Stan Keller, Michael K. Renetzky and Tom Bohac | Jul 24, 2020 | , ,

On July 22, 2020, the SEC adopted final rules on the application of its proxy solicitation rules to proxy voting advisors. (See our November 2019 blog post on the proposed rules here.) Among other things, the new rules will, for practical purposes, require these proxy advisory firms – most notably Institutional Shareholder Services (ISS) and Glass Lewis – to make their voting recommendations for any public company’s annual meeting of shareholders available to that company at or before the time the recommendations become available to the proxy advisory firm’s institutional investor clients, so long as the public company files its proxy statement at least 40 days before the meeting.

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ISS and Glass Lewis Announce Flexibility In Corporate Governance Policies During COVID-19 Crisis

by Stan Keller, Rob Evans and Eugene McDermott | Apr 20, 2020 | , , ,

ISS and Glass Lewis have issued guidance on their corporate governance voting policies that ‎adds flexibility to reflect the realities of the impact of the COVID-19 crisis and the challenges in ‎responding to it. Public companies will want to consider this guidance since many institutional ‎investors are influenced in their voting by the positions taken by these leading proxy advisory ‎firms.‎

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SEC Issues Guidance on Deadline for Part III Information Omitted From Form 10-K

by Rob Evans, Stan Keller and Eugene McDermott | Apr 7, 2020 | , , ,

The SEC issued new guidance yesterday supplementing its previously-announced COVID-19 order that gives relief from Exchange Act filing deadlines (see our blog post about the COVID-19 order here).  The guidance details how the order applies to companies that omitted from their annual report on Form 10-K the information required under Part III of Form 10-K.

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SEC Coronavirus Guidance on Shareholder Annual Meeting Engagement

by Rob Evans, Stan Keller and Eugene McDermott | Mar 16, 2020 | , , , , ,

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

by Stan Keller and Tom Bohac | Aug 22, 2019 | , ,

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

Aug 9, 2019 | , , ,

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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