DFIN’s Guide to Effective Proxies

Over the past decade, it's become increasingly clear that investors expect company proxy statements to go beyond SEC 14-A disclosure requirements, and to provide additional contextual information to help them better understand "why" a company's governance, compensation and sustainability practices are appropriate and deserving of their voting support. In response, each year more companies make thoughtful and creative efforts to meet these heightened investor expectations. Punctuating this ongoing trend, the COVID 19 experience is shining a spotlight on company sustainability, human capital management, employee health and safety, supply chain resilience, and board oversight of these issues.  As your peer companies continue to raise the bar, "standing still" in terms of clarity of disclosure and ease of locating key information becomes less of an option.

The eighth edition of DFIN’s Guide to Effective Proxies (the "Guide") identifies leading trends and a range of approaches in 2020 proxies to help you focus your efforts for the next proxy season. In addition to expanded sections on environmental and social disclosure (E&S), as well as on human capital management (HCM), this edition of the Guide includes a review of “emerging topics” including discussion of corporate culture.

The searchable catalog, designed by DFIN’s team of proxy experts, has become a trusted resource for the industry. The disclosures cited in it can all be found at sec.gov, which is organized by company. Our Guide re-organizes this information into 30 sections or topics, to help you more efficiently locate the types of content, visual elements or other constructs that will help you accomplish the following:

  • Using design, branding and visual elements to make this required annual document more engaging and impactful to investors
  • Making the proxy a "one stop shop" of relevant information, saving investors time and effort
  • Humanizing executive leadership and the board, highlighting diversity and key qualifications
  • Demonstrating board oversight of a growing array of traditional and emerging risks and opportunities, including ESG and Human Capital Management
  • Telling the executive compensation and pay-for-performance story, effectively
  • Striking the right balance between the print/physical, and digital/online proxies to meet the needs of a varied audience