Valuable for new and seasoned governance professionals alike notwithstanding the SEC staff’s policy shift on no-action letters, “The Shareholder Proposal Guide: A Playbook for CHROs and Total Rewards Leaders” from the CHRO Association offers a structured, analytical, and thoughtful approach to shareholder proposal intake and response both on a one-off basis and holistically in the context of the company’s overall shareholder engagement program. Informed by corporate secretaries and general and other in-house counsel, the guide can provide seasoned professionals with a defensible framework to promote consistent evaluation and decision-making and instructive insights for those new to the role.
Helpful resources include a framework for evaluating shareholder proposals at intake; tips for preparing an opposition statement for inclusion in the proxy statement; engagement do’s and don’ts; and samples and examples of a shareholder engagement proxy disclosures and opposition statements.