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During this year’s annual meeting season, issuers experienced better outcomes on say on pay (SOP) and shareholder resolutions, underpinned by a high degree of engagement and responsiveness to past votes. With SOP in its third year, companies addressed many of investors’ and proxy advisors’ pivotal compensation concerns, which was reflected in a modest improvement in …

Newsletter: Key Issues from the 2013 Proxy Season (Aug. 2013) Read More »

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The 2013 annual meeting season may lack the drama of last year’s Occupy protests and impending presidential election but it will still have its share of challenges for issuers. Revisions to proxy advisors’ pay models and peer groups are already spawning another round of supplemental proxies on Say-on-Pay (SOP), while threats of compensation disclosure strike …

2013 Proxy Season Preview: Key Shareholder Proposals (March 2013) Read More »

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‘Tis the season of shareholder proposal filings, but the new year may bring additional anxieties for issuers. Proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis have announced in their 2013 policy changes that they are raising the bar on board responsiveness to shareholder resolutions that receive significant support. The potential impact on boards, in …

Newsletter: Proxy Advisors on Majority-Supported Shareholder Proposals (Jan. 2013) Read More »

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The 2012 proxy season was a highly active one for shareholder proponents. Through August, over 1,000 shareholder proposals had been filed and nearly 500 were brought to a vote, well ahead of last year’s pace. Although two signature campaigns of the season—proxy access and audit firm rotation—were largely suppressed through company exclusions, shareholder activists more …

Newsletter: 2012 Proxy Season Review: Shareholder Resolutions (Sept. 2012) Read More »

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Against the backdrop of a stagnating economy, Occupy Wall Street protests, and a presidential election, 2012 has all the makings of a highly-charged proxy season. However, corporate pre-season actions, including increased shareholder engagement, governance and compensation reforms, and no-action challenges, are softening the polemic and lightening the load of shareholder proposals.With a year of votes …

Newsletter: 2012 Proxy Season Preview (March 2012) Read More »

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With a heated presidential election year underway, corporate political spending is expected to be a mainstay of 2012 shareholder campaigns. Following the 2010 Supreme Court decision in Citizens United v. Federal Election Commission, which lifted restrictions on political advocacy by corporations and unions, campaign finance has exploded, particularly through vehicles such as Super PACs and …

Newsletter: Debating Corporate Political Contributions (Jan. 2012) Read More »