July 12, 2017

Allstate’s Proxy: Simply Awesome

Members still ask me if I plan to resurrect the “Proxy Disclosure Award Contest” that I ran a few years back. If you recall, I allowed the community to vote for the winners rather than selecting the winners myself.

I don’t have plans to run another contest. But I’m game to pick a “proxy disclosure award” winner this year – because I have heard a number of institutional investors rave about Allstate’s proxy statement. It indeed is awesome. Congrats to Deborah Koenen & her team!

Here’s some of the notables:

Board Refreshment – Allstate focused on board refreshment disclosures, showing that the board is continuously engaged in succession planning – including data about the number of directors considered and added in the past five years. The additional information adds insight into board activities & appears to validate its processes.

Lead Independent Director – Allstate provided detail regarding the profile sought to serve as the board’s lead director, as well as biographical detail regarding the director currently in the role (including notable highlights from her tenure).

Board Highlights – A visual flow chart makes clear significant strategic, governance & compensation developments overseen by the board over the last five years.

Management Succession – Allstate provided an overview of the board’s management succession oversight responsibilities & annual practices – showing a proactive board that prioritizes long-term organizational stability & prepares for multiple leadership transition scenarios.

Corporate Responsibility – The proxy statement highlighted the board’s oversight of the company’s corporate responsibility initiatives, pointed out recent achievements – and provided a line of sight through to the most recent CSR report.

Insights into Board Committees – Allstate presented a double-page overview of its board committees, including quotes from committee chairs and lead director. Love how the “New” tags highlight recent developments.

Tomorrow’s Webcast: “12 Strange Things in the Securities Laws”

Tune in tomorrow for the webcast – “12 Strange Things in the Securities Laws” – to hear Fenwick & West’s Dawn Belt,’s John Jenkins, Manatt Phelps’ Ben Orlanski and Faegre Baker Daniels’ Amy Seidel tackle the practical solutions to bizarre & illogical things that happen in your daily practice. Or once in a blue moon…

Corp Fin: NFL Fan Clubs as “Securities”

I find this blog by Bryan Pilko interesting because I processed a similar no-action letter when I was in Corp Fin’s Office of Chief Counsel twenty years ago. Think it was the Green Bay Packers no-action letter (11/13/97). Anyway, this no-action response to the LA Fan Club allows LA Rams fans (a NFL team) to buy memberships in the fan club without the Staff considering it to be a Section 5 violation…

Broc Romanek