With the proxy season in full swing, it’s a good time to take stock on what is happening on a macro level:
1. Extent of Change Has Never Been Greater – Being in the journalism biz, I used to worry…
Here’s the key takeaways from this article penned by Glass Lewis’ Sarah Wenger:
U.S. investors increasingly expect board-level oversight and disclosure of AI governance, with most favoring formalized oversight structures and transparent reporting.
Among S&P 100 companies, just over half…
A few weeks ago, I blogged some preseason observations from ISS-Corporate – and now we have this report from Glass Lewis with a bunch of preseason notes. Here’s an excerpt:
“Proposal and Exclusion Request Volumes
Key Takeaway #1: The number…
You probably wouldn’t think that the relationship game is an integral part of drafting good disclosure. But it is.
Without solid relationships, people you rely upon – both inside the company and outside – might not be comfortable bringing something…
Here’s an excerpt from this 17-page report from Glass Lewis previewing trends for this proxy season:
“Upward DiscretionTowards the end of the 2025 calendar year, there was a slight uptick in the number of companies exercising upward discretion, mainly under…
With AI penetrating many facets of our lives these days, it’s inevitable that it will influence the way you work. It might be through proprietary closed-loop AI services – or it might be through open source AI platforms.
Here are…
Here’s an excerpt from this Wilson Sonsini memo in the section entitled “The plaintiff’s lawyers are reading: dot your “i’s” and cross your “t’s” in your proxy statement”:
“We continue to see plaintiff’s lawyers reviewing preliminary and definitive proxy statements…
Given that proxies are increasingly visual, this presents challenges when working on your proxy within Workiva. “Design” in Workiva has specific rules to avoid Edgar filing errors that you should be aware of, including:
1. The “Blurry Image” Trap: Users…
Disclosure over executive security arrangements continues to be in the spotlight, with SEC Chairman Paul Atkins recently stating that the modernization of Item 402 of Regulation S-K likely will include tackling this topic. Some companies argue that executive security expenses…
Here’s a summary of this report from ISS-Corporate about the key themes and trends for this proxy season so far:
The SEC’s overhaul of the shareholder proposal process in its November 17th statement has shifted power to companies, empowering them…
My good friend – Gunster’s Bob Lamm – wrote this great blog five years ago worth repeating since we’ve been talking “materiality” in this blog lately. Here’s what Bob wrote back then:
“My apologies to those of you who thought…
As the SEC looks to reform its disclosure requirements – using “materiality” as the North Star as SEC Chairman Paul Atkins recently noted in a speech – it got me thinking about the judicial interpretation of materiality harkening back to…
Many people are putting pen to paper in response to the SEC’s recent solicitation of comment about the entirety of Regulation S-K. SEC Chairman Paul Atkins delivered some related commentary on this project just yesterday. Here are the comments from…
Recently, I talked to CII’s Bob McCormick on Labrador’s “Proxy Disclosure Forum” about what investors want from proxy disclosure now. The key takeaways included:
Institutional Investors Still Care About Quality Disclosure: Despite recent SEC developments leading to fewer included shareholder…
It should be no surprise that this year’s hot topic for the proxy appears to be AI-related. I say it should be no surprise because AI is becoming a game-changer for so many things in so many facets of our…
