“5 Common Shareholder Proposal Mistakes in an Uncommon Year” from FTI Strategic Communications identifies a confluence of factors that are likely to distinguish the 2023 proxy season from prior years and impact engagement and voting results. The firm suggests five do's and don't’s companies should consider to manage the challenging shareholder proposal environment.
Morrison & Foerster's always eagerly anticipated annual “Proxy Season Field Guide” (authored by MoFo partner and Society member Dave Lynn) includes an annotated model D&O Questionnaire, proxy statement compliance checklist, form of Hedging and Pledging Policy, key disclosure considerations for proxy statements and annual reports, FAQs about shareholder proposals and proxy access, and much more information to assist your successful navigation of the 2023 proxy season.
In addition to disclosure considerations across a number of topics that are driven by—or of particular interest to—regulators, institutional investors, and proxy advisors, “Key Considerations for the 2023 Annual Reporting and Proxy Season Part II: Proxy Statement” from White & Case includes a Pay Versus Performance template; ISS, Glass Lewis, and select institutional investor policies on board diversity; ISS, Glass Lewis, and select institutional investor policies on director overboarding; and ESG disclosure policies of BlackRock, State Street, and Vanguard. We reported on Part I of the firm’s memo concerning Form 10-K disclosure here.