It’s true that proxy advisors are under pressure from all quarters. And that ISS and Glass Lewis are both changing their business models. But that doesn’t mean that they no longer have influence on the proxy season. This blog from…
The most recent issue of Carl and Peder Hagberg’s “The Shareholder Service Optimizer” is full of gems as always. Including this sound reminder:
“Many publicly traded companies—and often their counsel as well—overlook the requirement to execute the Ballot of the…
I thought this note from the “Small Business Institute” had some good disclosure advice: “Business performance is not linear and is often challenging to forecast. Every public company is going to have bad news periodically. It is a certainty, and…
It can be disheartening to know that you spend much of your career drafting disclosure that few wind up reading. To some extent, AI will change this – as AI agents are happy to read your disclosures without falling asleep.…
In this memo, Pay Governance examines comment letters from investors that were submitted to the SEC in response to the agency’s proposed expansion of Non-Accelerated Filer status and Emerging Growth Company accommodations, along with submissions related to the SEC’s Executive…
If you’ve been following the nifty “comment letter tracker” for the SEC’s semiannual reporting proposal put together by Professor Tzachi Zach, you can see that the number of comments are very high – and that a large percentage of comment…
This paper by Professors Jonathan Macey and Nathan Atkinson – “Mirroring The Market: Passive Voting And Outcome Non-Neutrality” – argues that current mirror-voting proposals are not truly neutral. Uniform mirroring inadvertently lowers voting thresholds and subsidizes quorums. The authors propose…
I’ve been around long enough to witness the advent of personal computers, emails, the Internet and cell phones – and now we have AI to contend with. Each has had a number of mind-blowing consequences for corporate culture. Still, I…
This memo from PwC’s Matt DiGuiseppe, Gregory Johnson and Ariel Smilowitz argues that the new shareholder engagement paradigm is more complex than before – and that directors and shareholders will be engaging more directly going forward. Here’s the related set…
I have long been fascinated about who is named as a “Named Executive Officer” for ’34 Act reporting purposes and it’s good to keep an eye on the trends to see how your company compares. This recent blog from “The…
Many of us are being asked in our jobs to use AI. Many of us don’t have time to do the training that we think is necessary to use AI. The good news is that you don’t really need training…
Recently, I blogged about the role of AI in proxy fights and the impact it has relative to proxy advisors. The blog was based on a recent Andreessen Horowitz “a16z chart of the week” – which itself piggybacked off a…
Following up on the stats from last year in this blog entitled “Proxy Disclosure for Those Reincorporating,” here are the latest reincorporation stats courtesy of this note from Glass Lewis (also see this blog from John Jenkins with some gloss):…
Following up on a prior piece from Glass Lewis, this article sheds light on the operational aspects of stewardship, including its administration, technology adoption, integrations with proxy voting and engagement, and team size. Here’s a summary:
1. Investment Strategy Shapes…
Recently, I was speaking to James Palczynski – the CEO of DeCue Technologies – and he drummed up this summary of what you need to know: The new exposure in the earnings call analysis arms race is not the words…
