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…
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…
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…
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…
Most director policies limiting service on other boards reflect the stated guidelines of the company’s most influential investors and proxy advisors. Disclosure of company-specific board service policies is common to show alignment. While shareholders still show interest in these policies,…
During my recent interview with T. Rowe Price’s Donna Anderson, Donna highlighted ways that companies can seek to improve their disclosure about shareholder proposals by noting these four examples:
Use Color – In its 2025 proxy statement, Mondelez puts the…
Disclosure around companies’ recoupment policies slowly have evolved from a high-level bullet in the “what we do” list of compensation best practices to a summary of key terms, mostly to satisfy investor inquiries into whether the policy covers any unearned…
This study from the EY Center for Board Matters is chock full of interesting proxy season stats – but the one I found among the most interesting is that for the Fortune 100, nearly half mentioned AI in their director…
The SEC’s 2023 insider trading rules require not only disclosure about Rule 10b5-1 trading arrangements and grants of option awards within four days of reporting material nonpublic information, but also annual disclosure about policies and practices related to the timing…
Companies generally want to show that they are actively engaging with their shareholders year-round in their proxy. While quarterly earnings calls, investor conferences, and conversations with investor relations and management are ongoing, the primary focus of proxy statement disclosure has…
Did you know that nearly 63% of public companies – at least those in the ISS coverage universe – are incorporated in Delaware? 5% are incorporated in Nevada. 1% in Texas. Maryland is actually in 2nd place with 7%. These…
Remember when most proxies discussed board oversight only in the context of risk? Although not required, it is now common practice to discuss the board’s responsibilities more broadly, including at a minimum the board’s role with respect to strategy and…
