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….
With annual meeting season having concluded for calendar year-end companies, some companies are contemplating holding special meetings for various proposals that cannot wait until next year’s annual meeting. Set forth below are five key reminders regarding the proxy rules and process relating to special meetings. We have also prepared a…
While annual meeting season for calendar year-end companies is heading towards the home stretch, numerous companies are still filing additional proxy materials. We have seen companies file these materials this year in various contexts, including to deal with an adverse voting recommendation from ISS or to provide additional disclosure. One…
With the adoption of universal proxy under which a dissident shareholder will be required to solicit at least 67% of the company’s shareholders coupled with the fees Broadridge/Mediant charge companies to mail proxy materials to street name holders, the question often arises as to whether public companies are required to…
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.