I’m still coming down from the magical experience of our “Proxy Disclosure & 22nd Annual Executive Compensation Conferences” – which happened a couple of weeks ago in Las Vegas. When I say “magical,” I mean that literally – we had a pretty impressive magician, as well as caricature artists, at our welcome reception.

Of course, all the learnings and connections were magical too. Here are 8 takeaways from the Proxy Disclosure Conference, to help everyone gear up for what’s going to be a wild proxy season:

1. The SEC is “open for business”

– Even though the Commission is facing staffing reductions and operational challenges due to the government shutdown, leadership wants to show that they are really open for business.

– Actions so far show an effort to be flexible while also continuing to provide investor protection. Corp Fin continues to have strong leadership and is actively engaging with issuers.

– The disclosure review program still exists – anecdotally, companies are receiving typical comments on MD&A and non-GAAP disclosures – there’s less emphasis on specialized comment initiatives that we’ve seen in the past.

2. Government shutdown impact

– Most Corp Fin activities are limited during the shutdown.

– EDGAR remains open.

– Companies should consider disclosures about shutdown impacts in risk factors, MD&A, and forward-looking statements, especially if they’re dependent on government activities.

3. Artificial intelligence oversight and use

– Not surprisingly, we talked about AI becoming a key focus for boards.

– Companies are enhancing disclosure about AI oversight, risk assessment and governance.

– Companies are using AI in business and reporting functions, such as MD&A analysis of business trends – with controls over AI-generated outputs.

– Institutional investors are using AI tools to analyze governance and compensation data.

4. Geopolitical disclosures

– Think about risks and business impacts of changing regulations, trade matters, etc. – for risk factors as well as your MD&A.

– After pulling back on earnings guidance earlier this year, some companies are now providing guidance again, but it may not be as specific as it was in the past – it’s more “directional” in nature.

5. Delaware updates to watch

– A lot of investors and companies still like Delaware, but Nevada may be worth discussing for companies that have concentrated ownership.

– Stay tuned for the impact of recent statutory amendments.

6. Activism looks different these days

– More settlements, higher-caliber director slates, increasingly targeting large-cap companies, and more “vote no” campaigns.

– Activists are increasingly using social media, AI, and data analytics to mobilize shareholder votes and shape narratives.

– Companies may have to deal with multiple activists with conflicting agendas – and while proxy fights are costly and exhausting, companies should also keep in mind that settling too early may cause additional activists to emerge.

– Year-round activism requires constant preparedness and monitoring.

7. The “shareholder proposal” landscape is facing major changes

– We may see bylaw amendments to curb precatory shareholder proposals, or statutory fixes as Texas is trying to do.

– We don’t know yet whether these bylaws will be challenged in court or the extent to which having this bylaw will negatively impact director support at annual meetings. Now is the time to talk about this with your institutional investors to figure that out!

– We may see companies seek no-action relief under the theory that precatory proposals are not a right under state law – with the SEC framing up a question for Delaware (or other states’) courts to decide.

– The biggest question is whether the Rule 14a-8(i)(1) basis for exclusion will apply only to E&S proposals, or also governance proposals.

– The jury is out on which companies will serve as a “test case” for excluding precatory proposals on the basis of state law, and how comfortable other companies will be in relying on that situation-specific relief.

8. Improve your proxy process

– Changes to voting mechanics with retail shareholders and asset managers make it even more important to understand your shareholder composition and tailor outreach strategies.

– Detailed time and responsibility matrices are key to an effective proxy process – the new thing here is that you can increasingly leverage technology to keep track of tasks. Tech is also in play with using social media for outreach and streamlining virtual meetings.

If you registered for the Conferences, the video archives are now available – and transcripts are coming soon! If you’re a member of our sites who registered for the Conferences, you can access the archives with your regular login credentials. If you registered and aren’t a member, reach out to info@ccrcorp.com to get access.

I want to give a huge shoutout to everyone who attended the Conferences – as well as our excellent speakers and our hardworking CCRcorp team, who all put so much effort into making it a success! I can’t wait to see everyone next year in Orlando!

– Liz Dunshee