Skadden's "Matters to Consider for the 2019 Annual Meeting and Reporting Season" is structured in the form of a convenient checklist of 19 governance, executive compensation, financial reporting and other disclosure matters and related actions to consider for the 2019 annual meeting and reporting season, including cybersecurity disclosure and associated internal controls and DC&P, pay ratio, ESG reporting, board diversity/composition disclosure, virtual meetings, social media policy reminders, and much more. Substantive coverage of each topic of interest is available via a convenient link accessible from the checklist preceding page 1.
Among the key takeaways are these D&O questionnaire update considerations: (i) §162(m)-related changes, (ii) questions seeking additional information in connection with voluntary, more robust board diversity & skills disclosure, and (iii) executive perk diligence to help identify disclosable compensation, and two samples of voluntary enhanced proxy disclosure on the board evaluation process, which is increasingly of interest to investors.