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…
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,…
When I blogged a few days ago about our 2025 Transparency Awards Winners, you may have toggled over to our “Transparency Awards” website. If you did, you would have found this wonderfully, detailed 23-page report about the results and highlights…
The most transparent companies in the US! As determined by an independent Transparency Scientific Committee! I am pleased to share the winners of the 2025 Transparency Awards (the “7th Annual” in the US), as noted on the “Transparency Awards” website…
In this 12-minute video, Lockton’s Nicolas Dumont discusses:
How does SEC disclosure impact the reputation of a company? What role do “alternative data sources” play?
How do you see AI impacting the analysis and drafting of disclosure?
What impact could…
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…
