The 2025 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview of recent legislative, regulatory and shareholder developments, and provides guidance on how these developments will impact you in the 2025 proxy season.

In the past few years, the SEC adopted numerous rules and rule amendments that will shape the 2025 proxy season and proxy seasons to come. The changes include:

Chief Executive Officer with Track Record of Software Growth to join Board

Chicago – March 14, 2025 – DFIN (NYSE: DFIN), a leading provider of software and tech-enabled solutions for financial reporting and capital markets transactions, is pleased to announce the appointment of Ayman Sayed, President and CEO of BMC Software Inc. to its board of directors. Sayed will stand for election at the company’s 2025 annual meeting and will serve on the board’s compensation committee.

Law360 recently published a feature story from DFIN’s President of Global Capital Markets, Craig Clay, and Director of Corporate Governance Services, Ron Schneider, titled, It’s Proxy Season – Transforming How You Engage Shareholders and Activist Investors. 

Transparency and accountability are essential for stable financial markets, and SEC audits play a pivotal role in upholding these values. Conducted by the U.S. Securities and Exchange Commission or authorized external auditors, these audits rigorously review a company’s audited financial statement and disclosures to verify compliance with federal securities laws. By uncovering potential fraud and promoting accurate reporting, SEC audits safeguard investor confidence and public trust in the financial system.

When you evaluate your company’s financial future, you are performing financial planning and analysis. This process involves the collection of data and turning that information into useful budgets, variance analysis and strategic finance decisions. FP&A is a critical part of business operation because it helps you determine how you can achieve your financial goals given your current circumstances. Access to real-time data insights and reporting helps you stay relevant despite changing markets and economic uncertainty.

Taking a company public is a significant milestone that can unlock new opportunities for growth, visibility, and investor confidence. While there are several ways to enter the public market, this article explores direct listings vs IPOs in detail, helping companies assess which approach best aligns with their financial goals, market conditions, and long-term strategy.

Private equity (PE) continues to be a cornerstone of global M&A and capital markets, shaping how businesses operate, grow, and transform. Monitoring private equity trends is vital in 2025 as regulatory changes, technological advancements, and shifting strategies redefine the landscape. For businesses navigating corporate transactions, SEC filings, and compliance challenges, these trends highlight opportunities and risks alike.

DFIN’s fourth quarter and full-year 2024 earnings, out yesterday, illustrate that our transition to the new ActiveDisclosure platform is driving success in the marketplace.

What is SEC Form D?

SEC Form D is a required filing with the U.S. Securities and Exchange Commission (SEC) for companies conducting an exempt offering of securities under the Securities Act of 1933. It serves as a notification to the SEC and state regulators when securities are sold without registration, using SEC Form D exceptions such as Rule 504 or 506. These exemptions allow issuers to raise capital through private placements while avoiding the complexities of public offerings.