"Considerations for Preparing Your 2020 Proxy Statement" from Gibson Dunn provides sound suggested proxy statement disclosure enhancements and other disclosure considerations aimed at being responsive to investors, regulators, and proxy advisors. Suggested areas for enhanced disclosure include audit committee oversight responsibilities; a Rooney Rule-like policy governing - at a minimum - the director candidate interview process; director meeting attendance; human capital and other company-relevant ESG topics; and virtual-only meeting disclosure for those companies planning to use that meeting format. With regard to voluntary ESG disclosure specifically, the firm stresses: (i) accuracy; (ii) consistency among/across all corporate communications; (iii) framing specific goals, targets, statistics and metrics in appropriately aspirational or non-definitive terms rather than commitments, promises or guarantees; and (iv) affirmatively stating that any hyperlinked ESG content is not incorporated by reference in the proxy statement.
Companies are advised to consider director overboarding policies, which reportedly measurably impacted director vote support last year. The memo includes this convenient table, which summarizes the current standards of the largest institutional investors and ISS and Glass Lewis:
The memo also addresses the new hedging disclosure and related company policy/ies, non-GAAP disclosure in the CD&A, and SEC disclosure modernization and simplification-triggered changes.
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