Andrew S. Herrington-Gilmore

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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 shareholder nominees for the board of directors).
Continue Reading SEC Proposes Amendments To Require Universal Proxy Cards in Contested Elections

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

On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016 global voting policy survey. The survey, which received 421 responses from a combination of institutional investors, corporate issuers and advisors and other corporate governance stakeholders, is an important component in ISS’ voting policy formulation process.
Continue Reading ISS Publishes Results of 2015–2016 Annual Global Policy Survey

The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies (Committee) met on June 3 to discuss various topics including (1) SEC rules with respect to intrastate crowdfunding; (2) the effectiveness of the current public company disclosure regime; (3) rules and market structure matters relevant to venture exchanges; and (4) the SEC’s treatment of “finders” who facilitate capital raising for small companies. The Committee also provided a written recommendation to the SEC to formalize the so-called “Section 4(a)(1½)” exemption from registration under the Securities Act of 1933 (1933 Act).
Continue Reading Meeting of the SEC Advisory Committee on Small and Emerging Companies

The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies met on March 4 to discuss various topics related to facilitating the secondary market for trading securities of small and emerging companies, including proposed rules under Regulation A+ and recommendations regarding the definition of “accredited investor.”
Continue Reading Meeting of the SEC Advisory Committee on Small and Emerging Companies

On December 22, 2014, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released 20 FAQs on its new Equity Plan Scorecard (EPSC) and nine FAQs on its updated Independent Chair Policy, each of which will be effective for meetings on or after February 1, 2015. As discussed previously in the Corporate and Financial Weekly Digest, the new EPSC approach evaluates equity incentive programs using a range of positive and negative factors within three pillars: (1) plan cost; (2) plan features; and (3) grant practices, rather than a series of “pass/fail” tests. Also discussed previously in the Corporate and Financial Weekly Digest, the updated Independent Chair Policy adds new governance, board leadership and performance factors to its analytical framework and adopts a more holistic approach in determining whether to vote “For” or “Against” independent chair shareholder proposals.
Continue Reading ISS Releases FAQs on Equity Plan Scorecard and Independent Chair Policy