TheCorporateCounsel.net

January 14, 2015

Shareholder Engagement Disclosures: Some Good Examples

I often get asked about examples of trendy disclosures (particularly since I started making videos highlighting usable proxies). Here are some of the better disclosures I have seen this year about shareholder engagement – they stood out for various reasons (detail provided around process, detail provided around feedback & changes made, discussed in letter to shareholders from the board, design/format, etc.). Some companies were doing general outreach and some were acting in response to low say-on-pay votes:

Boston Properties, pg 26-31

Coca-Cola Company, pg 47

General Electric, pg 14

Intel, pg 6 and 38

Microsoft, letter to shareholders from the board and also pg 7

Pfizer, pg 13-14

Learn more about shareholder engagement by tuning in today for the webcast – “Governance Roadshows: In-House & Investor Perspectives” – during which Vanguard’s Sarah Goller, BlackRock’s Michelle Edkins, Morrow & Co’s Bill Ultan and Global Governance Consulting’s Susan Wolf will discuss the latest engagement practices – including provide practice pointers about what works – and what doesn’t. And check out this excellent E&Y memo from May that discusses high level trends around engagement disclosures. Over 50% of the S&P 500 had some sort of engagement disclosure this year…

Survey: Gap between Investor & Corporate Director Views

This PwC report compares findings of two surveys conducted in the summer – one of which was an investor survey and the other was a director survey. This new report cites notable differences in opinion, such as:

– Investors are much more skeptical than directors about impediments to replacing underperforming directors.
– Investors are more skeptical about overcoming board diversity challenges. 85% of investors believe there are impediments to increasing gender diversity compared to just 14% of directors.
– Board composition and performance are receiving increased scrutiny. Both investors and directors sense this trend and express even more concern about lower levels of voting support for director nominees than last year.
Р99% of directors say they understand their company’s risk appetite at least moderately well, compared to only 61% of investors who believe they do.

Webcast: “The Latest Developments: Your Upcoming Proxy Disclosures”

Tune in tomorrow for the CompensationStandards.com webcast – “The Latest Developments: Your Upcoming Proxy Disclosures” – to hear Mark Borges of Compensia, Alan Dye of Hogan Lovells and Section16.net, Dave Lynn of CompensationStandards.com and Morrison & Foerster and Ron Mueller of Gibson Dunn discuss all the latest guidance about how to overhaul your upcoming disclosures in response to say-on-pay-including the latest SEC positions-and the other compensation components of Dodd-Frank, as well as how to handle the most difficult ongoing issues that many of us face.

– Broc Romanek