TheCorporateCounsel.net

With the 2024 proxy season just around the corner, many companies are considering potential updates to their D&O questionnaires.  This Bryan Cave memo identifies areas where questionnaires may need updating. This excerpt addresses a potential tweak that may be necessary to address the universal proxy rules:

Under the new universal proxy card rules that became effective in 2023, a company may be required to include a dissident’s nominees on its proxy card and, in turn, the dissident may be required to include the company’s nominees on the dissident’s card. In light of this possibility, companies should review the consent language in their D&O questionnaires to ensure it includes the consent of the director or nominee to be included in the company’s proxy materials, as well as a nominee in a dissident’s proxy materials, should that become applicable.

The memo says that other topics that may need attention in D&O questionnaires this year include cybersecurity and human capital management expertise, Section 16 reporting, Rule 10b5-1 plans, and board diversity information.

– John Jenkins