Category: Good Disclosure Examples

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…

In the proxy, the board skills matrix, which presents the qualifications and experience of each individual director, is key to demonstrating that the proposed slate of nominees has the expertise needed to guide the company’s long-term strategy and create shareholder…

As companies enhance their board skillset disclosures, nominee biographies also have been re-imagined in the proxy. To some extent, it seems that disclosure around director experience has come full circle and perhaps the newest presentation of board qualifications and skills…

This is an incredible piece from Labrador. Chock full of practical guidance about the external pressures that companies are feeling today when drafting their disclosures related to DEI. And as always, providing useful examples of what companies have done recently.…

One of the reasons why the proxy has become so much more important in the last decade is that shareholders have taken the elections of directors more seriously and are more apt to vote against a director than they used…

I like Lockheed Martin’s “Disclosure Hub.” And not because I used to be employed there twenty-five years ago. The “Disclosure Hub” is all about Lockheed Martin’s sustainability disclosures. The toolbar at the top breaks down the disclosure documents into four…

A number of our Transparency Criteria relate to the type of qualifications that a company seeks for C-Suite officers – or officers that should be in the C-Suite – that have titles that tend to be on the newer side…

Recently, I blogged an example from Pru about director time commitments, noting that more companies are providing this type of disclosure in the proxy in response to investor demands. I received a lot of feedback on that blog – so…

I spent the heart of the pandemic teaching myself how to make videos and made several dozen about what is – and what isn’t – considered a perquisite for proxy reporting purposes. As noted in this video, the question of…

Stakeholders want details about the culture fostered by the company related to compliance, including whether adequate training is a priority. Transparency Criteria #61 for the ESG report states: “The company discusses its ethics and compliance culture.” And related to this…

With heightened importance on the disclosure regarding the director nomination process, the “skills & qualifications” section has evolved considerably in recent years. One of the latest innovations comes from Chevron. Page 4 of the 2024 proxy statement has a fantastic…