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Officer Exculpation Proposals: State of Play

By Randi Morrison posted 09-15-2025 09:42 PM

  

In this post: “Officer Exculpation in 2025: What the Latest Vote Results Tell Us,” Woodruff Sawyer provides a high-level overview of how officer exculpation proposals fared in the 2025 proxy season – what generally worked and didn’t work, and why. Practical takeaways based on the analysis address, among other things, whether and how to bundle officer exculpation with other provisions, shareholder engagement, and the implications of proxy advisor support or the lack thereof.

Access additional resources on our Director / Officer Duties & Liabilities and Proxy & Annual Reporting Season 2025 pages. This post first appeared in the weekly Society Alert!

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