Paul Hastings Discusses Labor Unions, Social Activists, and Universal Proxy Cards

By Sean Donahue, Eduardo Gallardo and Ankush Dhupar November 29, 2023 by renholding

On November 21, 2023, a coalition of labor unions led by the Service Employees International Union (SEIU), announced that it has nominated three director candidates for election to the Board of Directors of Starbucks at the 2024 annual meeting of …

Shareholders (and ISS) Won Big With Universal Proxy Card in 2023

By Michael R. Levin August 23, 2023 by renholding

Now that proxy season has wrapped up, we thought we’d look back at the experience with universal proxy card (UPC). Overall, shareholders expressed their preferences in BoD elections with precision. Proxy advisors, in particular ISS, saw their recommendations win in

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Does SEC Commissioner Want to Kill Shareholder Proposals?

By Michael R. Levin July 12, 2023 by renholding

Based on his recent speech to the Society for Corporate Governance, it certainly seems as if SEC Commissioner Mark Uyeda would welcome an end to shareholder proposals. He proposes ideas that would empower companies to limit severely how shareholders could …

SEC Commissioner Speaks on Shareholder Proposals, Proxy Statements, and Rule 14a-8

By Mark T. Uyeda June 28, 2023 by renholding

Thank you, Christina [Maguire], for that introduction and congratulations on becoming President and CEO of the Society [for Corporate Governance] (the “Society”) this past January. I would like to start by recognizing Darla Stuckey, who retired in April [2023] and

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Shareholder Engagement Inside and Outside the Shareholder Meeting

By Tim Bowley, Jennifer G. Hill and Steve Kourabas June 7, 2023 by renholding

In a recent paper, we explore the engagement practices of public company shareholders and offer several important insights.

First, contemporary shareholder-company engagement is a multi-dimensional and evolving phenomenon with shareholders using, to varying degrees, a wide range of engagement techniques. …

Covington Discusses Corporate Political-Disclosure Shareholder Proposals

By Robert Kelner, Matthew Franker, Zachary G. Parks and Mellissa Campbell Duru February 27, 2023 by renholding

The 2023 proxy season is underway for public companies and their investors. Corporate secretaries, lawyers, and executives are actively engaged in the SEC’s shareholder proposal process. Consistent with recent proxy seasons, a significant number of companies are receiving proposals calling …

ISS Discusses Human Rights-Related Shareholder Proposals

By Joseph Hong December 14, 2022 by renholding

The topic of human rights is of major concern among many stakeholder groups, spanning the public, private, and social sectors (e.g., companies, investors, consumers, NGOs, governments, intergovernmental organizations, etc.). Human rights issues present material risks to not only companies, but …

Can Shareholder Lawsuits Police Companies’ Climate Disclosures?

By Emily Strauss November 18, 2022 by renholding

In March 2022, the SEC proposed mandatory climate disclosures for public companies.[1] While climate activist investors applauded the proposed rules, opponents lamented their scope and cost, arguing that the SEC lacks the authority to promulgate such rules. But the …

ISS Reviews Shareholder Resolutions on Labor Issues

By Paul Hodgson November 2, 2022 by renholding

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Gibson Dunn Discusses Shareholder Proposal Developments for the 2022 Proxy Season

By Elizabeth Ising, Thomas J. Kim, Ronald O. Mueller, Lori Zyskowski and Geoffrey E. Walter July 29, 2022 by renholding

This post provides an overview of shareholder proposals submitted to public companies during the 2022 proxy season,^[1] including statistics and notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests.^[2]…

Debevoise Discusses Shareholder Climate Activism and 401(k) Plans

By Alison Buckley-Serfass, Jonathan Lewis, Simone Hicks, Eric Juergens and Ulysses Smith June 13, 2022 by renholding

In December 2021, As You Sow, a non-profit foundation promoting environmental and social corporate responsibility, filed shareholder proposals on behalf of Amazon.com and Comcast Corporation shareholders for action at each of their 2022 annual meetings. The Amazon proposal and …

Purpose Proposals

By Jill E. Fisch May 16, 2022 by renholding

The shareholder proposal has long been an effective tool for shareholders to bring emerging corporate governance issues to the attention of a company’s board of directors, its managers, and their fellow shareholders. Over time, shareholder proposals have driven a variety …

Wachtell Lipton Discusses Board Oversight of ESG and the 2022 Proxy Season

By David M. Silk, Sabastian V. Niles and Carmen X.W. Lu April 4, 2022 by renholding

Last year’s proxy season saw investor support for an unprecedented number of ESG proposals, on issues ranging from climate change to human capital management to diversity, equity and inclusion. Proxy advisory firms increasingly recommended that shareholders vote for such proposals. …

Skadden Discusses New Pressure on Companies to Disclose Political Policies and Contributions

By Ki P. Hong, Melissa L. Miles and Karina Bakhshi-Azar February 28, 2022 by renholding

Political activities of corporations are increasingly subject to scrutiny on environmental, social and governance (ESG) grounds. Demands that corporations and their political action committees (PACs) justify their contributions based on candidates’ voting records on ESG issues came to the fore …

Heightened Eligibility Thresholds for Shareholder Proposals: Modernization or Voter Suppression?

By Xinyi Mao December 17, 2021 by renholding

In September 2020, the Securities and Exchange Commission amended Rule 14a-8 of the Securities Exchange Act to increase the eligibility requirements for a shareholder to submit proposals.[1] Rule 14a-8, also called the shareholder proposal rule, governs when a company …

Wachtell Lipton Discusses ISS Final Voting Policies for the 2022 Proxy Season

By Andrew R. Brownstein, Andrea K. Wahlquist, Sabastian V. Niles, Justin C. Nowell and Ram Sachs December 14, 2021 by renholding

Institutional Shareholder Services (ISS) recently released its final U.S. voting policies, which largely track previously proposed policies and become effective for shareholder meetings held on or after February 1, 2022. Glass Lewis released its final U.S. voting policies for the …

Milbank Discusses SEC Guidance on Shareholder Proposals and the Way to Regulate Climate Change

By Neil Whoriskey November 24, 2021 by renholding

As a result of the SEC’s most recent Staff Legal Bulletin [1] (“SLB”), shareholder proposals that focus on a “significant social policy” will not be excludable simply because the policy issue is not, in fact, “significant” to the company receiving …

Wachtell Lipton Discusses SEC Staff’s Move to Limit Exclusion of “Social Policy” Shareholder Proposals

By David M. Silk, Trevor S. Norwitz, Sabastian V. Niles, Carmen X.W. Lu and Ram Sachs November 9, 2021 by renholding

The SEC Staff has issued revised guidance rescinding prior Staff Legal Bulletins addressing the exclusion of Rule 14a-8 shareholder proposals based on the social significance to a company, “micromanagement” or “economic relevance.” The changes will likely facilitate a larger number …

SEC Commissioner Lee on the Amendments to Rule 14a-8

By Allison Herren Lee September 25, 2020 by renholding

The final rules represent the capstone in a series of policies that will dial back shareholder oversight of management at the companies they own. Last year, the Commission adopted guidance on proxy advisors and proxy solicitation that made it more

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SEC Commissioner Peirce on Shareholder Proposals under Exchange Act Rule 14a-8

By Hester M. Peirce September 25, 2020 by renholding

Thank you, Chairman Clayton. I support today’s amendments to certain procedural requirements and the resubmission thresholds under the shareholder proposal rule. While it can be difficult to discern the signal from the noise around today’s amendments, the reality of the

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