Labrador’s report: “Shareholder Engagement Disclosures” reveals insights on proxy statement shareholder engagement disclosure practices in the context of the SEC staff’s February 2025 Schedule. 13D-G guidance (C&DIs 103.11 and 103.12) based on its review of 2025 proxy statements.
The report notes the following practices and approaches to disclosure:
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Disclosure practice
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Prevalence
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Include prior-year say-on-pay in the Proxy or CD&A summary
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81%
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Include at minimum who from the company participated, how many shareholders were contacted, and topics discussed in the Shareholder Engagement section
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70%
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Include a graphic or visual to show the timeline of the engagement process
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45%
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Include feedback received from shareholders and actions/responses taken in recent years
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44%
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Disclosure dos—In view of the change in engagement practices resulting from SEC staff’s guidance, Labrador suggests companies evolve their practices and disclosure accordingly in a way that is consistent with historical objectives of transparency and demonstrated responsiveness to shareholder priorities and concerns, as follows:
- Expand the definition of engagement to include other avenues of investor feedback such as conferences, forums, symposium, and sector associations events.
- Similarly, take credit for engagement with proxy advisors, rating agencies, thought leaders, industry associations, or other stakeholders that provide feedback and illustrate the company’s accountability and responsiveness.
- Extend your outreach and broaden associated engagement disclosure to smaller shareholders.
- Disclose outreach metrics that demonstrate the company’s efforts and willingness to engage and receive investors’ feedback.
- Detail conversations prompted by shareholder proposals or reactions to prior votes to show the company’s responsiveness.
- Report on engagement outcomes, even when interactions are indirect or informal.
- Continue to include disclosure about traditional means of engagement even if same is more limited or less lucrative.
- Include high-level disclosure of past discussions with investors and the actions taken by the company in response.
The report includes links to proxy disclosures that reflect various aspects of suggested disclosure tactics: Cardinal Health | United Airlines | Lockheed Martin | VCI Properties | Dow (p18) | Coca-Cola | Conoco Phillips | Tanger.