Goodwin has been tracking disclosures in proxy statements filed by Nasdaq-listed companies since January 1, 2022 to see if they provided the Nasdaq-prescribed board diversity matrix in their proxy statements. As of April 7, 2022, 78% of Nasdaq-listed companies have included the matrix in their proxy statements. There has also…
Given all of the positive feedback we have received on our Form 10-K Form Check Table and our Proxy Statement Form Check Table, we decided to make our 2022 Form 10-Q Form Check Table publicly available. The Form 10-Q Form Check Table is updated for SEC rule changes that have occurred and other developments that have taken place during the past several years.
There are several unique securities law issues faced by companies that go public through a SPAC. These issues result primarily from such companies’ status as former “shell” companies making the application of the securities laws quite different than those for companies that went public through a traditional IPO. To assist…
Every year public companies need to disclose the voting standards applicable to proposals included in their annual meeting proxy statements. To assist public companies with such disclosures, we have prepared a Proxy Statement Voting Disclosures memo. We tried to have a little fun with this one and have used baseball as a theme to present the information.
Numerous public companies have declared themselves a “remote-only” or “remote-first” company. Recently, we learned that the SEC Staff will not declare a registration statement effective unless the company provides a physical address on the cover page of its registration statement in response to the requirement to disclose the address of…
Numerous public companies have decided to hold virtual shareholder meetings this year. For 2022 virtual-only shareholder meetings, Glass Lewis expects companies to provide disclosures in their proxy statements addressing the following: (i) the ability of shareholders to ask questions during the meeting, including time guidelines for shareholder questions, rules around…
If S&P 500 and Russell 1000 companies do not provide clear disclosure in their 2022 proxy statement demonstrating board-level oversight of environmental and social issues, Glass Lewis will generally recommend voting against the chair of the company’s governance committee (S&P 500 companies) or note its concern about oversight and disclosure…
Given the volatility in the capital markets and potentially due to other changes, a company may face the prospect of losing its status as a well-known seasoned issuer (WKSI) at the time of the filing of its 10-K. One of the requirements for WKSI status that many companies attempt to…
Given all of the positive feedback we have received on our 2021-2022 Form 10-K Form Check Table, we decided to make our 2021-2022 Proxy Statement Form Check Table publicly available. The Proxy Statement Form Check Table is updated for SEC rule changes that have occurred and other developments that have taken place during the past several years.
The recently adopted universal proxy rules apply to annual meetings held on or after September 1, 2022. Because universal proxy will apply to contested director elections at all 2023 annual meetings, we recommend including disclosure regarding the universal proxy deadline in this year’s proxy statement, including for companies that hold…