Category: The Disclosure Process

Recently, I asked Freshfields’ Pam Marcogliese, DLA Piper’s Sanjay Shirodkar, and Compensia’s Mark Borges the question of “What do you consider to be good disclosure?” Here’s a summary of their answers from those videos: Pam Marcogliese notes that good disclosure…
Earlier this week, Corp Fin caused a stir when it issued this statement saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1)’s “not a…
Last week, Labrador released this 5-page report with proxy season trends. One area covered by this report is how shareholder proposals focusing on governance issues fared this year. There were essentially the same number of these proposals voted upon compared…
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…
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…
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…
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…
In this 34-minute video, KPMG’s Rani Doyle addresses: Last minute management changes to earnings scripts Audit committee makes changes to SEC filings just to prove a point that they’ve read the document Audit committee asks for too much time to…
Yesterday, Liz Dunshee blogged over on CompensationStandards.com about the comments that the SEC has received so far in response to its June roundtable on executive pay disclosures. As noted in this statement from SEC Chair Paul Atkins, the SEC wanted…
In this 21-minute video, White & Case’s Scott Levi discusses the CD&A executive summary of the proxy: When should you have a CD&A executive summary? What are the basic components? Who should be involved in preparing/reviewing the executive summary? What…
As part of our blog series based on this great panel – featuring WilmerHale’s Lily Brown and Edward Jones’ Keir Gumbs – here’s a blog that addresses the question of: “Any other disclosure tips to offer?” Lily Brown, WilmerHale: I…
I heard a lot of feedback on my recent blog about this new study – “The AI-Induced Disclosure Pressure Model and Empirical Evidence from MD&A Reporting” – in which I provided some practice pointers about how to consider writing for…
In this 20-minute video, Donna Anderson, Vice President and Head of Corporate Governance at T. Rowe Price, discusses: What do companies do during an engagement that helps an investor the most? What types of behavior frustrates you the most during…

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“Executive Security” Disclosure Under the Spotlight
“What do you consider to be good disclosure?”
Corp Fin’s New Shareholder Proposal Position: Should Your Proxy Disclosure Change?
Proxy Season Trends: Governance Shareholder Proposals
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Addressing the Impact of Tariffs on Executive Pay