Loving this 16-page report from Labrador about “Modernizing Your Code of Conduct to Elevate Its Impact.” Here’s an excerpt about whether you should update your code of conduct:
Have there been any changes in the organization, internal policies, or processes…
The recent policy survey results from Glass Lewis reveals that there is a significant gap between investor and non-investor views on how the impact of tariffs should be accounted for in executive pay outcomes. While a significant portion of both…
During this past proxy season, many companies made significant changes in the way that they disclosed information about their board diversity-related policies and considerations. The recent policy survey results from Glass Lewis about how investors view board diversity is interesting.…
Artificial intelligence only continues to grow in importance for next year’s proxies because investors and proxy advisors are paying attention to how companies handle AI, particularly in tech‐intensive industries. It’s also important because failure to adequately address AI risks and…
When it comes to graphics, there is no better fit for them in the proxy than using them as an alternative to a narrative summary. This can happen in a variety of contexts, but typically either at the forepart of…
Expectations of directors continue to increase with more topics directly falling under the umbrella of strategy and risk oversight. To demonstrate that the board understands the business and is more engaged than a limited quarterly schedule of meetings might suggest,…
As noted in this report from Labrador, for companies with low say-on-pay votes, it’s important that disclosures related to outreach and responsiveness are easy to locate. Labrador recommends that companies hit the highlights of their responsiveness in the Proxy Summary…
Recently, I asked Freshfields’ Pam Marcogliese, DLA Piper’s Sanjay Shirodkar, and Compensia’s Mark Borges the question of “What is your typical process when drafting disclosure to improve it?” Here’s a summary of their answers from those videos:
Pam Marcogliese starts…
Most shareholders cast their executive compensation advisory vote based on an assessment of pay and performance alignment. Accordingly, in addition to required CD&A disclosures about program objectives and elements, including if material, “specific items of corporate performance ”considered by the…
One of the things that stuck out for me in reading Labrador’s “Transparency Awards Results & Highlights” report is that there was a 25% jump in company’s using visuals or graphics in the “Company Overview” section of their proxy, as…
Recently, I asked Freshfields’ Pam Marcogliese, DLA Piper’s Sanjay Shirodkar, and Compensia’s Mark Borges the question of “What might be an example of a positive outcome for a client based on good disclosure that was drafted?” Here’s a summary of…
Item 402(j) of Regulation S-K provides a lot of flexibility when companies make their “Potential Payments Upon Termination or Change-in-Control” disclosure. In requiring information about potential payments to NEOs in connection with certain specified terminations of employment or a change…
As T. Rowe Price’s Donna Anderson recently noted in my interview with her, she is always kind of surprised at the number of companies – including big companies – that still don’t have any kind of letter or remarks from…
Now that ExxonMobil has filed these solicitation materials with the SEC related to the retail voting program that everyone is talking about, you might wonder what type of campaign your company would wage itself if it were to adopt a…
Director nomination disclosures historically have focused on the nomination and corporate governance committee’s recommendation of the slate of nominees for election. Often this section includes a statement that the committee annually considers the current composition of the board, as well…
