Anatomy of a Proxy: Practice Tips From the Experts – Key Takeaways

The proxy is an ever-changing element of the business environment, with new disclosure trends appearing suddenly that require immediate attention from your board (ESG, anyone?). Keeping everything straight for the benefit of the SEC while still producing a proxy that excites your shareholders is a major challenge for even small-cap businesses.

Thankfully, we've assembled an experienced team of panelists to help guide you through this year's proxy season:

Corporate Governance Outlook 2022

Each year, leading governance and executive compensation firm Equilar analyzes the proxy statements and voting results of the 500 largest US companies by revenues to identify five-year proxy voting and disclosure trends, along with proxy disclosure examples from the largest 100 such companies. To provide context and analysis, the report includes extensive commentary from DFIN's Director of Corporate Governance Services, Ron Schneider, as well as from law firm Orrick.

Preparing for Proxy Season 2022

Equilar is a leading corporate governance and executive compensation data firm. Their extensive data and solutions help corporate leaders with business development, board recruiting, executive compensation and shareholder engagement. DFIN is proud to be one of their trusted business partners.

The Public Company Handbook: Sixth Edition

DFIN Solutions and Perkins Coie have released The Public Company Handbook, 6th Edition, for board members and corporate executives. In response to important changes in the landscape affecting public companies, this edition has been updated for:

Join us to start gearing up for the proxy season by learning a bevy of proxy practical tips and getting up-to-speed with some real-life disclosure examples. You will come away from the program with the knowledge needed to nimbly move forward in a rapidly, shifting environment.

Topics include:

Moving Forward -- Acceleration in Reporting is Driving the Proxy Outlook for 2021

Following a very challenging 18 months, the US (if not all areas of the world) appears to be making significant progress emerging from the COVID pandemic.  During 2020, many companies were forced into survival mode. Recognizing this, investors showed some forbearance as they evaluated company progress on longer-term sustainability initiatives. That said, the pandemic experience has galvanized investor resolve that their longer-term focus on sustainability is correct, and they expect their portfolio companies to resume progress on their “sustainability journeys” and related reporting. 

Board Oversight of Risk

This article was originally posted on Equilar

The recent 2020 proxy season occurred during the expanding coronavirus (COVID-19) pandemic, the full outcomes and impacts of which aren’t fully known as of this writing.

Cultivating Retail Voting Participation — What’s Effective?

Most companies focus their engagement and solicitation efforts on their largest, primarily institutional voters and their proxy advisors -- for very valid reasons. This group is highly likely to vote -- the question is how they will vote -- for or against the company's recommendation.

What may be overlooked are the retail investors that collectively may own a minority of company shares, but IF they vote, are highly likely to support management. How companies interact with this supportive group makes a huge difference in their voting participation rates.