TheCorporateCounsel.net

September 15, 2022

A Conference Preview: Proxy Season Insights

This week, I am giving you a preview of the topics that I plan to address at our upcoming conferences: the “1st Annual Practical ESG Conference,” the “2022 Proxy Disclosure Conference” and the “19th Annual Executive Compensation Conference.” Today, I turn my attention to the “2022 Proxy Disclosure Conference.”

The upcoming proxy season promises to be a doozy. We have the SEC’s new pay versus performance disclosure rules. There is a completely new approach to shareholder proposals at the SEC, as evidenced by Staff Legal Bulletin 14L and the experiences with Rule 14a-8 no-action requests during the 2022 proxy season. We have the SEC’s flip flop on the rules applicable to voting advice provided by the proxy advisory firms. And we have the relentless pressure on a wide range of ESG topics, executive compensation and corporate practices coming from institutional investors and activist investors. With all of this brewing for 2023, you definitely do not want to miss the “2022 Proxy Disclosure Conference” and the “19th Annual Executive Compensation Conference.”

I look forward to joining the SEC All-Stars for our hour-long Proxy Season Insights panel on Wednesday, October 12. The All-Stars joining me on this panel are Sonia Barros, Meredith Cross, Alan Dye and Raquel Fox. We will be covering a wide range of topics, including:

– Cyber disclosure & governance
– Disclosure effectiveness
– Proxy advisory firms
– Shareholder proposals
– Proxy plumbing and voting issues

I plan to address proxy plumbing and voting issues, because companies must be attentive to these important issues when drafting their proxy disclosures and planning for their annual meeting. I will discuss the efforts of the End-to-End Vote Confirmation Working Group and others during the 2022 proxy season to improve the transparency and reliability of the voting process through end-to-end vote confirmation and early-stage vote entitlement reconciliation. I also expect to address the impact of BlackRock’s “Voting Choice” program and how pass-through voting could change your approach to proxy disclosure and engagement. I also plan to address the NYSE’s recent rule change with respect to the treatment or abstentions, as well as persistent quorum issues that smaller companies face due to changing approaches to discretionary voting.

This SEC All-Stars panel, along with the rest of the panels at the “2022 Proxy Disclosure Conference” and the “19th Annual Executive Compensation Conference,” will provide you with the guidance that you need to successfully navigate the proxy season, so I encourage you to register today. Here is the full agenda – and here is more information about our expert speakers. In addition, as I mentioned earlier this week, check out the agenda for our “1st Annual Practical ESG Conference” – which is happening virtually on Tuesday, October 11th. This event will help you avoid ESG landmines and anticipate opportunities. You can bundle the Conferences together for a discount.

– Dave Lynn