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proxy voting

Proxy Access Efforts Starting Slow

Joe Mont May 15, 2012

Efforts by shareholders to win the right to nominate board members directly haven't fared well so far this proxy season. Many companies successfully petitioned the SEC for permission to ignore proxy access proposals. Of 22 proposals, only three have gone to a vote and all of them lost. Still, shareholder activists say they aren't about to give up the fight. Details inside.

With Pay-for-Performance, It's the Performance That Really Counts

Ashley Studley April 10, 2012

New evidence is emerging that for all the complex calculations that go into tying executive pay to performance, investors view it pretty simply: If they don't like the company's performance, they'll vote against the pay package, details be damned. "Overwhelmingly, it's the criteria investors across the spectrum use to evaluate whether they'll vote for the pay plan," says Tim Smith of Walden Asset Management. More inside.

ISS Compensation Peer Group Comparisons Raise Hackles

Alix Stuart March 20, 2012

Corporate America has opened a new front on the executive pay wars, this time against proxy advisory firm ISS for its new method of benchmarking compensation packages. Disney and other corporate notables say ISS is using peer groups that differ sharply from the groups companies use themselves, and the approach "does not work well in many instances," says George Paulin, CEO of pay consulting firm Frederic W. Cook.

What to Expect: Preparing for the 2012 Proxy Season

Reese Darragh November 22, 2011

Now is the time, say governance experts, to begin preparing for the 2012 proxy season. Shareholders are expected to focus on chairman and board committee independence, majority voting, political spending disclosure, proxy access proposals, and, of course, compensation. "Investors are going to try to take a harder look at pay levels," says Amy Borrus, deputy director at the Council of Institutional Investors.

SEC Faces More Scrutiny After Court Spiked Rule

Reese Darragh August 23, 2011

When a federal appeals court last month overturned a rule to allow shareholder proxy access, it didn't just rebuke the SEC; it gave a roadmap to SEC critics eager to thwart the agency's many other forthcoming rules. Now those critics seem to be proceeding just so, firing at SEC proposals for executive pay, the mining industry, and more. Details inside.

Carpenters Union Petitions SEC for Majority Voting in Director Elections

Arielle Bikard June 02, 2011

The United Brotherhood of Carpenters and Joiners of America is asking the Securities and Exchange Commission to eliminate the option for shareholders to "withhold" their vote in electing directors in favor of straight yes-or-no ballots.

More to 2011 Proxy Season Than Just Say-on-Pay Votes

Melissa Klein Aguilar March 01, 2011

Proxy season is here again and shareholder advisory votes on executive compensation are the main focus at many companies. But plenty of other issues can trip up boards and management, too. "A lot of activists are re-tooling their campaigns to go after Dodd-Frank [Act] leftovers," says Patrick McGurn of Institutional Shareholder Services.

ISS Releases 2011 Proxy Voting Updates

Melissa Klein Aguilar November 22, 2010

They're here: Institutional Shareholder Services has unveiled its 2011 updates to its benchmark proxy voting guidelines.The U.S. policy updates cover new policies to address shareholder votes on say-on-pay frequency and on golden parachute provisions created by the Dodd-Frank Wall-Street Reform and Consumer Protection Act, as well as director attendance, shareholder rights...

ISS Draft 2011 Proxy Voting Policies Out For Comment

Melissa Klein Aguilar October 28, 2010

Those involved in proxy voting take note: Here's your last chance to weigh in on Institutional Shareholder Services' voting policies for the upcoming proxy season.ISS has opened the annual public comment period on its 2011 draft proxy voting policies to gather input from institutional investors, corporate issuers, and others on...

Corp Fin Director on Dodd-Frank, Pay Rulemaking

Melissa Klein Aguilar October 26, 2010

Those interested in the governance and pay-related provisions under the Dodd-Frank Act got an update on the Securities and Exchange Commission's progress and plans for putting those rules in place, courtesy of the head of the agency's Division of Corporation Finance.With the say-on-pay rulemaking proposals now out for comment, the...

Chamber, BRT Sue to Block SEC Proxy Access Rule

Melissa Aguilar September 29, 2010

It's official: As expected, business groups are challenging the controversial Securities and Exchange Commission rule granting shareholders access to corporate proxies to nominate directors.The U.S. Chamber of Commerce and the Business Roundtable filed a petition with the U.S. Court of Appeals for the District of Columbia Circuit asking the court...

NYSE Corporate Governance Commission Issues Report

Melissa Aguilar September 24, 2010

A NYSE-sponsored Commission on Corporate Governance has issued its final report, detailing 10 key principles related to the core duties and responsibilities of boards, management, and shareholders in the governance process.The Commission, established in the fall of 2009, is led by Wilson Sonsini Goodrich & Rosati Chairman Larry Sonsini and...

Proxy Access Rules Effective Nov. 15, but Who Is Affected?

Melissa Aguilar September 16, 2010

At last, Corporate America finally has the answer to a question it's been awaiting for weeks: When will the Securities and Exchange Commission's new proxy access rule take effect?The answer—Nov. 15.—arrived with the rule's publication in the Federal Register on Sept. 16. That means shareholder nominees will be allowed at...

Poll: Costs Drove Notice & Access Adoption for Issuers

Melissa Aguilar August 23, 2010

What impact recent changes to the "notice and access" proxy distribution model will have on its adoption for the coming proxy season remains to be seen, but a recent survey sheds some light on results from the 2010 season.For the 2010 proxy season, 42 percent of 329 respondents to a...

It's Official: SEC to Take Up Proxy Access Aug. 25

Melissa Aguilar August 18, 2010

Confirming the recent rumors, the Securities and Exchange Commission has officially posted notice that it will finally hold a vote next week on a proposal to give shareholders access to corporate proxies for nominating directors.According to the Aug. 18 Sunshine Act Meeting Notice, the SEC will hold an open meeting on Aug. 25 to...

SEC Votes to Publish Proxy System Concept Release

Melissa Aguilar July 14, 2010

As expected, the Securities and Exchange Commission's five commissioners voted unanimously to publish its long-awaited Concept Release on the U.S. Proxy System.The so-called "proxy plumbing" concept release, which is expected to include a 90-day comment period when published, is part of the first comprehensive SEC review of the infrastructure of the...

Proxy Plumbing Concept Release on the Agenda for July 14

Melissa Aguilar July 07, 2010

The long-awaited Securities and Exchange Commission "proxy plumbing" concept release to seek input on how to modernize the voting infrastructure is officially on the agency's agenda.The SEC has scheduled an open meeting for July 14 to consider whether to issue a concept release to solicit public comment on whether the agency should...

Conference Committee Reaches Agreement On Proxy Access

Melissa Aguilar June 24, 2010

After much debate and numerous counter offers, the conference committee working on the financial regulation reform bill finally reached agreement Thursday night to adopt the original Senate bill language on proxy access, with a modification requested by Sen. Mike Crapo (R-Idaho) that would allow the Securities & Exchange Commission to exempt small...

Schapiro on Proxy Plumbing, Required Disclosures

Melissa Aguilar June 23, 2010

Should proxy advisory firms should be subject to greater Commission oversight and if so, what should that look like? Should there be checks on the accuracy of the information provided by proxy advisers? Are advisers who provide services to both corporations and investors managing and disclosing the resulting conflicts of...

Canadian e-Proxy Proposal Out for Comment

Melissa Aguilar May 19, 2010

Canadian securities regulators are eyeing updates to their rules governing issuer communications with beneficial owners who hold securities through intermediaries, including their own version of e-proxy.The Canadian Securities Administrators are seeking comment on proposed rule changes that, among other things, would allow a new "notice-and-access" model similar to the e-proxy...

NIRI, SCSGP Issue Recs on Proxy Advisory Firm Oversight

Melissa Aguilar March 15, 2010

As part of its broader look at "proxy plumbing" issues, the Securities and Exchange Commission should tighten oversight and increase disclosures by proxy advisory firms that influence the way many institutional investors vote their shares, some observers say.A requirement for all proxy advisory firms to register as investment advisers is...

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