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Shareholder proposals

Shareholders Want More Transparency on Political Spending

Jaclyn Jaeger April 19, 2011

Last year's Citizens United decision undid limits on corporate political spending. Now shareholders are demanding more disclosure on the topic, with a record number of proxy resolutions this season. "As shareholders, we just think they should be very transparent about this," says Laura Berry, executive director at the Interfaith Center on Corporate Responsibility.

Proxy Exclusions: When Close Isn't Close Enough

Arielle Bikard March 15, 2011

Companies can exclude shareholder proposals from the proxy statement if they can demonstrate that they are already doing what the investors' resolution asks them to do—an approach known as the "substantial implementation" exclusion. But it's getting a lot harder to convince the SEC to grant one. Details inside.

This Proxy Season, Excluding Shareholder Proposals Gets Trickier

Arielle Bikard March 08, 2011

Two significant trends about which shareholder proposals companies can or cannot exclude from the proxy statement are already setting the tone for this year's proxy season; companies should read regulators' response letters carefully to stay on top of developing precedents.

The Latest SOP Frequency Update

Melissa Aguilar January 27, 2011

Recommendations for triennial say-on-pay votes continue to be the trend among companies that have filed their proxies so far. The big question is whether that trend will hold with some smaller companies out of the picture and companies starting to report vote outcomes.

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...

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...

In 3-2 Vote, SEC Finally Adopts Proxy Access Rule

Melissa Aguilar August 25, 2010

Corporate America get ready: Like it or not, proxy access has finally arrived.In a 3-2 vote, the Securities and Exchange Commission adopted a 451-page rule to allow shareholders access to a company's proxy materials to include their nominees to the corporate board of directors.Under the new rules, a qualifying shareholder...

CalPERS Presses Cos. on Majority Vote Standard

Melissa Aguilar March 26, 2010

The California Public Employees' Retirement System is pressing more than four dozen companies to adopt a majority vote standard in uncontested director elections.The pension giant is asking 58 U.S. companies in its portfolio to voluntarily adopt the standard, which requires unopposed Board candidates to be elected by a majority instead...

Institutional Investors Push Financial Firms to Adopt SOP

Melissa Aguilar February 01, 2010

A list of groups that reads like a who's who among institutional investors have joined forces to urge 17 financial firms to adopt say on pay votes this year.The group of 30 investors, which includes Walden Asset Management, California Public Employees' Retirement System, AFSCME, TIAA-CREF, and the Council of Institutional...

SEC Reopens Comment on Proxy Access Proposal

Melissa Aguilar December 14, 2009

The Securities and Exchange Commission has re-opened the public comment period for its controversial proposal to provide shareholders access to corporate proxies to nominate director candidates.According to the Dec. 14 SEC press release, to move aims to "seek views on additional data and related analyses received by the Commission at or...

Schapiro: Access Rule, Other Proxy Voting Reforms Coming

Melissa Aguilar November 05, 2009

The Securities and Exchange Commission plans to forge ahead with a controversial rule to allow proxy access in 2010, along with other initiatives aimed at overhauling the entire proxy voting process, the head of the agency said.In Nov. 4 remarks before attendees of a Practising Law Institute conference, SEC Chairman Mary Schapiro reaffirmed...

Corp Fin Issues New Guidance on Shareholder Proposals

Melissa Aguilar October 27, 2009

Attention companies and shareholders: New guidance from the staff of the Securities and Exchange Commission's Division of Corporation Finance is likely to allow more shareholder proposals relating to risk assessments and chief executive succession onto corporate ballots.In an Oct. 27 staff legal bulletin the SEC provided new guidance on the...

Carpenters' Triennial SOP Proposals Withdrawn

Melissa Aguilar September 14, 2009

The United Brotherhood of Carpenters has withdrawn 18 proposals urging companies to hold triennial advisory votes on executive compensation.As originally reported by RiskMetrics Group, UBC had filed 20 proposals. Two were successfully challenged by companies at the Securities and Exchange Commission.The move follows the House of Representatives' approval on July...

Lockheed Latest To Announce Stockholder Survey On Pay

Melissa Aguilar August 07, 2009

Lockheed Martin Corp. joined the list of companies surveying its stockholders to get feedback on executive compensation practices.A Lockheed press release says the survey results will be reviewed by the board's management development & compensation committee.The survey, which includes a link to Lockheed's 2009 proxy statement, is open to stockholders...

Paredes Touts Counter-Proposal on Proxy Access

Melissa Aguilar June 24, 2009

With the comment period underway on the Securities and Exchange Commission's proposal on shareholder access to the proxy for director nominations, one dissenting commissioner is touting his own counter-proposal.In a June 23 speech before the U.S. Chamber of Commerce conference, SEC Commissioner Troy Paredes reiterated his concerns about the proposal out...

Governance Reform Legislation Hits the House

Melissa Aguilar June 12, 2009

Rep. Gary Peters (R-Mich.) introduced legislation June 12 that would implement the Obama administration's call for a Say-on-Pay and SEC rule changes to tighten the independence requirements for compensation committees, along with a slew of other governance reforms that have been kicking around.In addition to providing for an annual advisory...

Proxy Access Proposal Posted, Let the Comments Begin

Melissa Aguilar June 11, 2009

The Securities and Exchange Commission has posted the text of its proposal to amend to its proxy rules to require companies, in certain cases, to include in their proxy materials shareholder director nominees who meet specified requirements.The 250-page proposing release seeks comment on more than 170 questions. Comments are due...

SEC Votes 3-2 to Publish Access Proposal

Melissa Aguilar May 20, 2009

Securities and Exchange Commission officials at today's open meeting voted 3-2 to publish for comment amendments to its proxy rules that would enable shareholders to have their director nominees included on corporate proxies and allow them to submit proposals about nomination, procedural, or disclosure matters.Commissioners Elisse Walter and Luis Aguilar...

Proxy Access on SEC Agenda for May 20

Melissa Aguilar May 12, 2009

The debate over shareholder access to the proxy is on again, with the issue officially on the Securities and Exchange Commission’s agenda this month, as expected.According to a May 12 Sunshine Act Notice the SEC has slated an open meeting on May 20 to consider whether to propose changes to...

More Guidance on Say-on-Pay for TARP Cos.

Melissa Aguilar February 26, 2009

New guidance from the Securities and Exchange Commission confirms that businesses participating in the Troubled Asset Relief Program—more than 400 companies at last count, including everyone who’s anyone in the financial sector—must offer shareholders an advisory vote on executive compensation starting this spring. That is far sooner than Corporate America...

TARP Companies Could Face Say-on-Pay Votes This Year

Melissa Aguilar February 24, 2009

Say-on-pay could become widespread even more quickly than expected. Roughly 400 companies that received TARP money could face shareholder advisory votes on compensation this year.In a Feb. 20 letter to Securities and Exchange Commission Chairman Mary Schapiro, Senate Banking Committee Chairman Chris Dodd asked the commission staff to provide guidance...

RiskMetrics Unveils 2009 Proxy Voting Policies

Melissa Aguilar December 01, 2008

Tax gross-ups, perks, and clawbacks are among the pay-related items that will get a close look by proxy advisory firm RiskMetrics Group during the upcoming proxy season, according to its 2009 proxy voting policies.Among other things, RiskMetrics has expanded its U.S. Poor Pay Practices Policy, which identifies pay practices that...

SEC Staff Posts New Guidance on Shareholder Proposals

Melissa Aguilar November 10, 2008

The Securities and Exchange Commission has posted some must-read guidance for companies preparing for the upcoming proxy season.The Division of Corporation Finance staff has posted a legal bulletin providing guidance on common issues related to shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934, which governs when...

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