The report “reveals strategies that can elevate meeting quality, deepen member engagement, and strengthen governance practices,” highlighting the following key takeaways:
1. Improve presentation quality: Presenters should assume members have read pre-read materials and focus on summarizing key points to allow more time for discussion. Lengthy readouts of routine communications should be avoided. Chairs can enforce time limits and manage the agenda to ensure meaningful engagement.
2. Increase member engagement: Audit committee chairs play a key role in fostering discussion by encouraging participation, briefing members beforehand, and involving them in agenda setting. Engagement tends to decline during repetitive or highly technical topics but can be improved through active chair facilitation.
3. Enhance pre-read materials:While the quality of pre-read materials is generally considered adequate, the volume can be overwhelming. Encourage executive summaries with detail in appendices, along with highlighted changes and concise formats to aid comprehension and minimize legal risks. Timely delivery—ideally about a week in advance—is important for preparation.
4. Manage meeting time: With back-to-back scheduling of board and committee meetings, they should start and end promptly, focusing on discussions and priority topics. Allowing non-committee members to attend may extend meetings but can reduce committee reports in the full board meeting.
The respondents also referenced the following topics when answering questions about meeting effectiveness:
– Better leverage of internal audit: Many ACPR respondents and interviewees see untapped potential in internal audit, with some functions still centered on operational audits. In some instances, interviewees thought there were opportunities for the internal audit organization to provide more support to the external audit.
– Address cybersecurity oversight: Cybersecurity is recognized as a critical issue, with many audit committee members pursuing relevant training. Boards rely on senior management and specialized external consultants for their specialization, rather than appointing dedicated cybersecurity experts, due to the rapidly evolving nature of the field.
– Consider emerging technologies: Oversight of artificial intelligence is becoming more prevalent, with some industries further along than others. Quantum computing has not yet been addressed by many boards or audit committees but is identified as a topic needing future education and discussion.
On a separate note, I would like to offer my congratulations to my former SEC colleague Julie Bell Lindsay, who recently stepped down from the position of CEO of CAQ. During Julie’s tenure, CAQ has been an outstanding resource for auditors, public companies and audit committees. I wish Julie all the best in her future endeavors!
Yesterday marked the beginning of Well-Being Week in Law, which is hosted by the Institute for Well-Being in Law. As Meaghan notes in The Mentor Blog, this year’s theme is “Tending Joy: Joy Helps Us Thrive, Not Just Survive” and there are a variety of suggested activities for each day of the week. Each day focuses on a distinct dimension of holistic well-being for legal professionals centered around the overall theme. Today we are focused on Align (Spiritual Well-Being), and here are the suggested activities:
Nudges include living today in gratitude and service and spreading joy through acts of kindness. You can do this through looking for ways to be grateful and of service to others and to recognize joy in ordinary moments by trying out the following:
• Give wherever you go—including your time, attention, appreciation, advice, talents, and patience.
• Before every meeting, say to yourself: May my words and actions be for the benefit of those who are here.
• Silently wish everyone you encounter happiness, joy, and laughter.
• Say 100 “thank yous” today. Thank others for their contributions and mindfully note all for which you’re grateful (e.g., my family, partner, health, home, job, food).
• Jot down simple, everyday things that strike you as beautiful, funny, or intriguing. Joy and gratitude often can be found in ordinary moments if we don’t let them just pass us by.
For more information about Well-Being Week in Law, be sure to check out The Mentor Blog, where Meaghan provides great insights and takeaways on many topics, including mentorship, the practice of law and living your life! Members of the TheCorporateCounsel.net can access The Mentor Blog. If you are not a member, email info@ccrcorp.com to sign up today or call us at 800.737.1271.
Last week, NYSE Texas, Inc. filed a notice of proposed rule changes with the SEC that would enable the trading of securities on the NYSE Texas exchange in tokenized form during the pendency of the pilot program to be operated by the DTC under the terms of the Staff’s December 11, 2025 no-action letter. The notice states:
The Exchange’s rules do not currently permit the trading of tokenized securities on the Exchange and, unless the Exchange adopts the proposed rules, the Exchange would lack a clear framework for DTC Eligible Participants to designate, at order entry, that a DTC Eligible Security be cleared and settled in tokenized form pursuant to the DTC Pilot Program.
The Exchange accordingly proposes to amend its rules to enable the trading of DTC Eligible Securities in tokenized form on the Exchange during the pendency of the DTC Pilot Program, subject to the same conditions and restrictions as the Nasdaq rule change approved by the Commission. The Exchange believes that the existing regulatory structure mandated by Congress applies to tokenized securities, regardless of whether such securities have certain unique properties like the ability to be settled on a blockchain, much like it did when the Commission allowed securities to be decimalized and electronified and when exchange traded funds and other novel securities were initially approved. The Exchange believes that no significant exemptions or parallel market structure constructs are needed for tokenized securities to trade alongside other securities, and that the markets can accommodate tokenization while continuing to provide the benefits and protections of the national market system.
To tackle the challenge of trading tokenized equities, the Exchange offers a simple proposal that accommodates an approach to tokenization that DTC is pursuing in the DTC Pilot Program. The Exchange believes that this approach will leverage existing structures, players, and rules in a way that is beneficial to investors and in the markets’ best interests.
NYSE Texas notes that this proposal will become effective when “the requisite infrastructure and post-trade settlement services” have been established by DTC. As usual, the Commission is soliciting comment on the proposal during a short 21-day comment period.
Last week, the SEC announced that Jason Burt, Deputy Director of the Division of Enforcement (Specialized Units), is departing the agency after more than 22 years of public service. The announcement notes:
In April 2025, Mr. Burt was appointed to serve as the Deputy Director for Specialized Units. In that role, he supervised enforcement investigations and litigations of the Asset Management, Complex Financial Instruments, Cyber and Emerging Technologies, Market Abuse, and Public Finance Abuse units. Mr. Burt also supervised the Office of the Whistleblower and the Commission’s recently established Cross-Border Task Force.
Mr. Burt previously served as the Regional Director of the Denver Regional Office from 2022 to 2025.
Each year, the PCAOB’s Division of Registration and Inspections invites audit committee chairs at U.S. public companies to share their perspectives and observations with respect to their oversight of auditors’ work. Additionally, PCAOB staff shares information and resources that may be beneficial to audit committee chairs in their oversight role.
In 2025, the PCAOB staff gathered insights from more than 250 audit committee chairs. This publication presents high-level observations and takeaways from this engagement.
Topics addressed by the audit committee chairs include:
– Drivers of effective relationships between audit committees and audit firms;
– Methods for assessing the external auditor;
– The role that PCAOB inspection reports can play;
– Approving services provided by the audit firm;
– Fraud concerns;
– Quality control considerations;
– CAMs discussion: frequency and depth; and
– Top technology risks discussed with auditors.
Computershare just announced that it now supports US-listed clients in issuing tokenized equity securities through a technology agreement with Securitize. Specifically, clients can include “issuer-Sponsored Tokens (ISTs) as part of their issued capital alongside existing shares, including those held in the Direct Registration System (DRS).” Computershare’s announcement says:
We designed ISTs to operate within the existing regulatory environment, maintaining the independence and oversight that issuers and regulators expect from a transfer agent and allowing for effective interoperability with market infrastructure. As part of this development, we are very pleased to be partnering with Securitize, a leader in tokenizing real-world assets.
Shareholders holding tokenized securities will be able to consolidate digital holdings in a wallet. Computershare will act as transfer agent for these ISTs — meaning it will still process corporate actions for IST holdings in addition to other directly registered holdings.
A recent academic paper by Miriam Schwartz-Ziv (highlighted in this blog post by Jim McRitchie) studies the ways companies limit shareholder voice during annual meetings — including prohibiting shareholders from presenting their own questions, ignoring some questions submitted by shareholders or limiting questions to the subject matter of the proposals being voted on — and assesses whether the meeting format and the use of those methods affect trading in the company’s stock following the meeting. Here are key findings from the paper:
– These methods appear to be used strategically. They are more likely to be implemented when director or proposal support is low.
– Companies are more likely to limit shareholder voice in VSMs.
– VSMs result in less post-meeting absolute abnormal returns, trading volume, volatility, and tweet activity. When management addresses more questions, stock prices are more likely to move and investor consensus increases.
– Shareholders continue to be concerned about their voice being limited at VSMs.
The study also reported on the types of questions companies choose to ignore during VSMs. Those questions are only seen by the public, so the author collected the questions (all 767 of them!) John Chevedden and James McRitchie submitted to VSMs between March 20, 2020 and June 30, 2021. She found that companies that chose to answer these questions addressed 183% more questions on average than companies that did not. (That percentage sounds wild, but keep in mind that this represents an average of 3.24 additional questions.) In terms of subject matter, the paper reports:
Firms are particularly reluctant to answer questions that reveal information enabling investors to gauge shareholder involvement/ indications of criticism at the meeting [. . .] Second least-likely topic to be addressed was questions related to “Vote outcomes”, with only 22% of these questions receiving a response. The fourth least-likely category was questions regarding the number of “Shareholders in attendance”, addressed in just 28% of cases. These findings suggest that companies are least transparent and forthcoming on topics that would provide insight into shareholder participation and criticism at meetings.
On CorpGov.net, Jim McRitchie adds his own input to the paper’s policy suggestions and shares a wish list of annual meeting reforms, many of which (including hybrid meetings, recordings & transcripts, question transparency & responsiveness) are consistent with the best practices promoted by Carl and Peder Hagberg. If implementing annual meeting best practices improves your company’s market performance following the meeting, there’s another reason it might be worth revisiting these practices!
Here’s something I posted last week on the Proxy Season blog:
In this 2026 proxy season preview, Alliance Advisors points out the March announcement by the Communications Workers of America that it is independently soliciting votes on five shareholder proposals seeking governance reforms at Nexstar Media Group — and it’s not just a tactic to get the company to negotiate.
Deep-pocketed labor unions are once again resorting to Rule 14a-4(c)(2) solicitations to press for a variety of governance reforms at companies embroiled in labor disputes. This approach was taken two years ago by the AFL-CIO and United Mine Workers of America at Warrior Met Coal to bypass the one-proposal limit of Rule 14a-8.
This year, the Communications Workers of America (CWA) submitted five governance proposals at Nexstar Media Group, which advocate for an independent board chair, proxy access, special meeting rights, poison pill ratification, and shareholder approval of major transactions valued at more than 20% of the company’s market capitalization. The National Association of Broadcast Employees and Technicians (NABET-CWA), which represents workers at Nexstar-owned television stations, takes issue with the company’s $6.2 billion acquisition of TEGNA and union busting efforts at certain television stations.
So, it turns out that lawyers weren’t “crying wolf” when they warned that shareholders might utilize Rule 14a-4 to run a “zero slate” contest after the SEC Staff shifted to the sidelines for this year’s shareholder proposal season. I think this is the first of these we’ve seen this year — at least beyond threats to use this tactic. And, notably, I don’t think this was in response to Nexstar excluding a CWA proposal. (I only see one unrelated Rule 14a-8(j) notice submitted to the SEC Staff by Nexstar.)
