Proxy Statement

This Proxy Statement is furnished in connection with the solicitation of proxies for the Annual Meeting of Members of the Society for Corporate Governance, Inc., a not-for-profit corporation incorporated under the laws of the State of New York (the "Society"), to be held on June 22, 2018 at the Renaissance Downtown in Washington DC, at 8:15 a.m., Eastern Time, or at any adjournment thereof (the "Annual Meeting"). The Society will bear all costs of solicitation.

Voting

Membership in the Society is held by individuals, even where an entity pays the cost of membership through a group rate. Each Member (other than Honorary and Retired Members) of the Society in good standing at the time of voting is entitled to cast one vote, either in person or by proxy, on each matter to be voted upon at the Annual Meeting. Institutional Affiliates are not eligible to vote. 

Any Member present at the meeting and eligible to vote who prefers to vote in person may do so by revoking his or her proxy before it has been voted. Proxies received will be voted at the Annual Meeting or any adjournment thereof as specified by the person giving the proxy. If no specification is made, the proxy will be voted FOR each of the proposals as set forth in this Proxy Statement described below. 

As of May 1, 2018, there were 3,546 regular members of the Society in good standing and entitled to vote. Any member of the Society eligible to vote may nominate any other qualified active member for Director at the Annual Meeting. 

If any other business should come before the Annual Meeting, your proxy will be voted with respect thereto in accordance with the best judgment of the persons authorized therein, and discretionary authority to do so is included in the proxy.

Proposal 1: Election of Directors

The Board believes that each of the following five nominees possesses the qualities and experience that nominees should possess in accordance with the Society's Governance Principles.

The following information is furnished with respect to the five nominees for Director with a term expiring at the Annual Meeting of Members in 2022:

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Raj B. Dave

Vice President, Chief Securities Counsel and Assistant Corporate Secretary

Newell Brands

New York Chapter

BIO

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Sophie Hager Hume

Vice President, Assistant General Counsel and Assistant Secretary

Starbucks

Pacific Northwest Chapter

BIO
   
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James J. Killerlane, III

Assistant Secretary and Associate General Counsel

AIG

New York Chapter

BIO

   
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Keith J. Larson

Senior Attorney and Assistant Secretary

Edison International

Southern California Chapter

BIO

   
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Courtney Schuster Kamlet

Senior Corporate Counsel

Syneos Health, Inc.

Southeastern Chapter

BIO

   

Additional Information

In addition to these persons, Virginia Fogg, current Chairman of the Board of Directors of the Society, and General Counsel, Norfolk Southern Corporation, and Joseph B. Amsbary, Jr., Board Chair-Elect for the year 2018-2019 of the Society, and Assistant Secretary, United Parcel Service, Inc., will serve next year as Directors, ex officio. The Directors of the Society who are elected by the members serve without compensation from the Society.

In November 2017, the Society's $2,000,000 not-for-profit organization/association directors' and officers' liability, entity liability, and employment practices liability insurance policy was renewed. The policy is designed to protect the assets of the Society and insured individuals from liability losses (damages, settlements, judgments, etc.) arising from claims made against the Society and/or the insureds for wrongful acts. An "insured" under the policy includes any individual who was, now is, or shall be a Director, officer, employee, volunteer, or member of any duly constituted committee of the Society. Accordingly, each of the nominees for Director of the Society and all the continuing Directors of the Society listed in this Proxy Statement, among others, are covered by the terms of the policy. Wrongful acts include any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty, personal injury, infringement of copyright, or plagiarism, by the Society or any insured while in the discharge of his or her duties solely in his or her capacity with the Society. The insurance carrier on this policy is Travelers Casualty and Surety Company of America, domiciled in the state of Connecticut. And carries a rating of A++ by A. M. Best Company, Inc. The cost of this insurance, which is in force during the policy period November 11, 2017 to November 11, 2018 is $3,790 and has been paid in full. As of the date of this Proxy Statement, no amounts have been paid to the Society or to any insured person under the described insurance contract.

The audited fiscal 2017-2018 financial statements of the Society, together with comparative figures for 2016-2017, will be available for inspection on the Society's website prior to the Annual Meeting.

The Directors do not know of any matters to be considered formally at the meeting other than those indicated in this Proxy Statement. Time will be provided for a discussion of the general affairs of the Society during the formal business session.

By Order of the Board of Directors,
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Sophie Hager Hume
Secretary
Seattle, Washington