Category: Corporate Governance

Survey: institutional investors want return of 25-page proxy statements

by Cydney Posner Let’s reconsider: is it really necessary – or even useful – to have a proxy statement for an ordinary annual meeting that exceeds 100 pages in length?  Does responsibility for bloated proxy statements lie with legislators and regulators or must we practitioners (and may I include comp […]

Corp Fin Director Higgins shares his thoughts on Rule 14a-8(i)(9), the exclusion for conflicting proposals

by Cydney Posner At a PLI conference yesterday on Corporate Governance, Corp Fin Director Keith Higgins gave us a preview of the Division’s thinking about how to address the issues that have arisen recently with respect to Rule 14a-8(i)(9), which allows a company to exclude from its proxy statement a shareholder proposal […]

SEC issues proposal for hedging policy disclosure; Commissioners add some drama to otherwise humdrum rule proposal

by Cydney Posner This morning, the SEC posted proposed amendments to rules to implement Section 955 of Dodd-Frank, which requires, in proxy statements for annual meetings, disclosure of whether employees or directors are permitted to hedge equity securities of the company. (Apparently, the SEC voted to issue the proposal without the […]

Agenda overload for audit committees?

by Cydney Posner In its 2015 Global Audit Committee Survey, KPMG found that audit committee members around the world had four key concerns: “economic and political uncertainty and volatility, regulation and the impact of public policy initiatives, operational risk, and cybersecurity.”  Another growing concern, though, was agenda overload.  According to […]

Glass Lewis expands on its views of proxy access proposals

by Cydney Posner At the end of last week, as discussed here, proxy advisory firm Glass Lewis told the WSJ that, in some circumstances, it may recommend against company nominees for director when the company excludes a shareholder proposal for proxy access on the basis of a conflicting management proposal. That […]

Glass Lewis jumps into the fray on exclusion of shareholder proposals for proxy access

by Cydney Posner The WSJ reported on Friday afternoon that proxy advisory firm Glass Lewis may recommend against company nominees for director when the company excludes a shareholder proposal for proxy access on the basis of a conflicting management proposal, where that management proposal represents a “diluted alternative” for proxy […]

Kerfuffle over “conflicting proposal” exclusion: what does it mean for pending shareholder proposals?

by Cydney Posner As we described in our last post on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods Market, Inc., the SEC staff had granted the no-action request of Whole Foods, confirming that the company could omit McRitchie’s proposal from its proxy statement. That proposal would have […]

Nasdaq proposes to require disclosure of written denial of initial listing

by Cydney Posner At the end of last year, Nasdaq filed with the SEC a rule proposal that would require companies to disclose denial of listing applications. Under the proposal, a company that receives a written determination denying its application for listing must, within four business days, make a public, […]

Whole Foods proxy access saga continues

by Cydney Posner In her NYT column this past Sunday, Gretchen Morgenson provides an interesting update on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods. When we last tuned in, the SEC staff had granted the no-action request of Whole Foods Market, Inc., allowing the company to omit […]

Are we aligning pay to the wrong performance metrics?

by Cydney Posner As discussed in this article in Compliance Week, this report, “The Alignment Gap Between Creating Value, Performance Measurement, and Long-Term Incentive Design,” by Organizational Capital Partners and the Investor Responsibility Research Center Institute, contends that most companies are using the wrong metrics to align executive pay with performance.  Rather […]