We prepared the following Article on lessons from the first universal proxy contest. In the Article we discuss the following three key takeaways: (1)The Activist Obtained A Board Seat; (2) ISS Recommended for One of the Activist’s Nominees; and (3) The Cost of the Proxy Contest for the Activist Was Not Significantly Reduced.
The universal proxy rules will apply to all shareholder meetings held on or after September 1, 2022. Last week, the SEC issued three Compliance and Disclosure Interpretations (CDIs) on the universal proxy rules and ISS’ Special Situations group issued a Research Note providing its preliminary views on universal proxy matters….
During the 2022 proxy season, activist shareholders frequently used ESG themes in proxy contests and other shareholder activism campaigns. The ESG issues they raised often resonated with investors even if they were not outcome determinative. Companies should review their ESG profile with shareholder activism in mind as ESG deficiencies can…