January 22, 2019

Today’s Webcast: “12 Tricks to Help You During Proxy Season”

Tune in today for the webcast — “12 Tricks to Help You During Proxy Season” — to hear Aon’s Karla Bos, Intel’s Irving Gomez, Gibson Dunn’s Beth Ising and Microsoft’s Peter Kraus share practical advice on how to enhance your proxy season efforts without sacrificing your sanity. The agenda includes:

1. Organize & Draft Your Proxy In the Way That Makes Sense This Year
2. When Developing Your Engagement Strategy, Consider the SEC’s “Rules of Engagement”
3. Keep a Hard Copy of Your Proxy on Your Desk for Note-Taking
4. “Tell It Like It Is” – And Don’t Save “Board Responsiveness” for Low Vote Results
5. Negotiating PR Aspects of Shareholder Proposal Withdrawals
6. Three “Forget-Me-Nots” When Presenting Shareholder Proposals (And Your Response) in the Proxy
7. Capitalize on Your 10-K
8. Get Outside Help, But Don’t Outsource to Excess
9. Use Graphics & Formatting in a Productive Way
10. Proxy Review: Use Fresh Eyes, Particularly for Quality Assurance
11. Watch Those Shareholder Proposal & Nomination Deadlines
12. Call the Experts to Assist with Shareholder Proposals
13. Engage, But Don’t Count on It to “Carry the Day”
14. Shareholder Engagement: Develop Relationships Before You Need Them

Insider Trading: House Bill Targets 10b5-1 Plans

Last week, the House Committee on Financial Services re-introduced a bill on a bipartisan basis – the “Promoting Transparent Standards for Corporate Insiders Act” – which would require the SEC to study whether Rule 10b5-1 should be amended to add more procedural restrictions for trading plans. The potential amendments would:

– Limit the ability of companies & insiders to adopt a trading plan to a time when the company or insider is permitted to buy or sell securities during issuer-adopted trading windows

– Limit the ability of companies and insiders to adopt multiple trading plans

– Establish a mandatory delay between the adoption of a trading plan and the execution of the first trade under the plan (and if so, whether the delay should be the same for plans adopted during versus outside a trading window, and whether any exceptions to a delay are appropriate)

– Limit the frequency with which companies and insiders may modify or cancel trading plans

– Require companies and insiders to file trading plan adoptions, amendments, terminations and transactions with the SEC

– Require boards of companies to adopt policies covering trading plans, periodically monitor trading plan transactions and ensure that company policies discuss trading plan use in the context of hedging policies and stock ownership guidelines

SEC Commissioner Nominee: Stalled Due to Shutdown

Since Kara Stein’s holdover term expired last month, we’re once again down to four Commissioners. Broc’s blogged about nomination delays becoming more common – and it looks like this go-round will follow suit. As this WSJ article reports, the government shutdown is taking the blame this year. Here’s an excerpt:

Mr. Schumer recommended [several months ago] the White House nominate former SEC staffer Allison Lee to fill a vacancy on the commission left by the recent departure of Kara Stein, the people familiar with the matter said. Ms. Lee, who formerly served as an aide to Ms. Stein, also worked as an attorney in the SEC’s enforcement division for over a decade before retiring from the commission last January, according to her profile on LinkedIn.

Some Democrats also are worried the White House is purposely slow-walking liberal nominees to the positions, particularly Ms. Lee, whose name has been pending with the Trump administration for several months. Republican policy makers maintain the shutdown has stretched staff thin within the executive branch [straining its ability to do background checks and other necessary paperwork].

Liz Dunshee