Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Tag Archives: Proxy Voting

ISS Releases 2017 Proxy Voting Guideline Updates

Posted in SEC/Corporate
On November 21, ISS published its 2017 Proxy Voting Guideline Updates, which will be in effect for meetings held on or after February 1, 2017. The US 2017 updates cover numerous policies, with significant changes summarized below: Restricting Binding Shareholder Proposals ISS introduced a new policy to recommend against or withhold from members of the… Continue Reading

Glass Lewis Releases 2017 Proxy Season Guidelines

Posted in SEC/Corporate
On November 18, Glass Lewis released its 2017 U.S. Proxy Season Guidelines. The guidelines are a detailed overview of the key policies Glass Lewis applies when analyzing individual companies and are formally updated on an annual basis. One of the more significant changes to the Glass Lewis Guidelines is the director overboarding policy. Under this… Continue Reading

SEC Proposes Amendments To Require Universal Proxy Cards in Contested Elections

Posted in SEC/Corporate
On October 26, the Securities and Exchange Commission voted to propose amendments to the proxy rules that would require the use of universal proxy cards in contested elections (i.e., in a contested election, shareholders would be provided with a proxy card that contains the names of both the management nominees and one or more dissident… Continue Reading

SEC Issues No-Action Relief Pursuant to Rule 14a-8(i)(9)

Posted in SEC/Corporate
As previously reported in the Corporate and Financial Weekly Digest edition of October 30, 2015, the Securities and Exchange Commission’s Division of Corporation Finance (“Division”) issued Staff Legal Bulletin No. 14H (SLB 14H) on October 22, 2015. SLB 14H established a new standard for determining when a shareholder proposal conflicts with a company proposal (providing… Continue Reading

SEC Issues New C&DI Relating to Description of Shareholder Proposals on Proxy Cards

Posted in SEC/Corporate
On March 22, the Securities and Exchange Commission’s Division of Corporation Finance issued a new Compliance and Disclosure Interpretation (C&DI) regarding how a registrant must describe a Rule 14a-8 shareholder proposal on its proxy card to be in compliance with Rule 14a-4 (a)(3) of the Securities and Exchange Act of 1934.… Continue Reading

Proxy Access—the Devil Is in the Details

Posted in SEC/Corporate
Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season. The 2015 push for proxy access was largely spearheaded by the New York City comptroller through his Boardroom Accountability… Continue Reading

SEC Announces Proxy Voting Roundtable

Posted in SEC/Corporate
The Securities and Exchange Commission has announced that it will host a roundtable on February 19 on ways to improve the proxy voting process, with a focus on universal proxy ballots and retail (non-institutional) shareholder participation in the proxy process. The roundtable will consist of the following two panels: The first panel will examine (1) contested… Continue Reading

SEC Issues Guidance on Proxy Voting

Posted in Investment Companies and Investment Advisers
The Security and Exchange Commission’s Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20 (IM/CF) on June 30 (SLB 20). SLB 20 provides guidance regarding proxy voting responsibilities of investment advisers and proxy advisory firms’ exemptions from proxy rules. Rule 206(4)-6 under the Advisers Act requires advisers to have written proxy… Continue Reading