Proxy Statements and Annual Meetings

SEC Staff Reinstates Traditional Approach to Interpreting the Shareholder Proposal Rule; New Guidance Rescinds SLB 14L

February 13, 2025 | Posted by Elizabeth A. Ising; Thomas J. Kim; Ronald O. Mueller; Lori Zyskowski Topic(s): Corporate Governance; Environmental/Climate Change; ESG; Proxy Statements and Annual Meetings; Shareholder Proposals

To Our Clients and Friends:

On February 12, 2025, the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) published Staff Legal Bulletin No. 14M (“SLB 14M”), which sets forth Staff guidance on shareholder proposals submitted to publicly traded companies under Exchange Act Rule 14a-8. SLB 14M rescinds Staff Legal Bulletin No. 14L (“SLB 14L”) (which was issued in November 2021) and addresses a number of interpretive issues in a manner that draws heavily from prior statements by the Commission interpreting Rule 14a-8.

SEC Division of Corporation Finance Revises and Issues New Compliance and Disclosure Interpretations on the Use of PX14A6G Filings

January 27, 2025 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Proxy Statements and Annual Meetings; Shareholder Proposals

On January 27, 2025, the SEC’s Division of Corporation Finance issued new and revised Compliance and Disclosure Interpretations (“C&DIs”) that address the use of PX14A6G filings pursuant to Exchange Act Rule 14a-6(g). The interpretations appear here, as question and answer numbers 126.06 through 126.10. (Through a nifty new feature, the C&DI are accompanied by redlines that show the revisions made to Q&A 126.06 and 126.07, which are available here and here.)

Under Rule 14a-6(g), a PX14A6G filing is required whenever a shareholder owning more than $5 million of a company’s securities solicits other shareholders by recommending or encouraging other shareholders to vote in a particular way on a matter being voted on at a company’s meeting of shareholders.

Key U.S. Executive Compensation Takeaways from the ISS 2024 U.S. Proxy Season Review

September 20, 2024 | Posted by Ekaterina Napalkova; Krista P. Hanvey; Elizabeth A. Ising; Ronald O. Mueller; Lori Zyskowski Topic(s): Compensation Committee; Corporate Governance; Executive Compensation; Proxy Statements and Annual Meetings

On September 5, 2024, Institutional Shareholder Services (ISS) released its 2024 Proxy Season Review: United States – Executive Compensation. The below chart summarizes our observations of the 2024 data and key takeaways as we look to the 2025 proxy season. While these trends are positive for issuers overall, they underscore that issuers, their boards, compensation committees, and management should continue to take an active role in compensation programs, disclosure, and shareholder engagement practices.

Division of Corporation Finance Offers New Guidance on Application of the SEC’s Universal Proxy Rules Ahead of the 2024 Proxy Season

November 22, 2023 | Posted by James J. Moloney; Ronald O. Mueller; Michael A. Titera; Julia Lapitskaya Topic(s): Corporate Governance; Proxy Access; Proxy Statements and Annual Meetings; Securities Regulation; Shareholder Proposals

As discussed in our previous client alert, the universal proxy rules that went effective on August 31, 2022 require proxy cards distributed by both public companies and nominating shareholders in contested director elections to include both sides’ director nominees, such that shareholders casting their vote can “mix-and-match" nominees from each of the company’s and the dissident’s slate of director nominees.

Preparing for a Potential Government Shutdown: Initial Impacts on SEC Operations

September 29, 2023 | Posted by Hillary H. Holmes; James J. Moloney; Ronald O. Mueller Topic(s): Capital Markets; Disclosure; IPOs; Proxy Statements and Annual Meetings; Registered Securities Offerings; Securities Regulation; Shareholder Proposals; Underwriters and Agents

A looming partial shutdown of the federal government is on track to occur at 12:01 a.m. ET on Sunday, October 1, 2023, if Congress is unable to reach agreement on legislation funding the government. The SEC Division of Corporation Finance (the “Division”) announced that in the event of a government shutdown, the SEC’s “activities will be extremely limited” and specifically, that it would not be able to accelerate the effectiveness of registration statements. The Division advised that, to the extent possible, registrants with pending registration or offering statements that have satisfied the requirements to request acceleration of the effective date should consider requesting effectiveness or qualification while the Division continues its normal operations.

NYSE and Nasdaq Allow More Time for Companies to Adopt Rule 10D-1 Clawback Policies: What to Do Now

June 8, 2023 | Posted by Ronald O. Mueller Topic(s): Compensation Committee; Corporate Governance; Dodd Frank; Executive Compensation; Financial Statements; Proxy Statements and Annual Meetings; Securities Regulation

This week, both the New York Stock Exchange (“NYSE”) and The Nasdaq Stock Market (“Nasdaq”, and together with NYSE, the “Exchanges”) filed amendments with the Securities and Exchange Commission (“SEC”) to provide a delayed effective date for the Exchanges’ proposed listing standards requiring listed companies to adopt clawback policies, as mandated by Rule 10D-1 under the Securities and Exchange Act of 1934.

New SEC Staff Guidance on Rule 10b5-1 Amendments and Summary of Compliance Dates

May 30, 2023 | Posted by Ronald O. Mueller Topic(s): Disclosure; Executive Compensation; Proxy Statements and Annual Meetings; Securities Regulation

On May 25, 2023, the staff of the Division of Corporation Finance (the “Staff") of the Securities and Exchange Commission (the “SEC") issued three new Compliance and Disclosure Interpretations (“C&DIs") on the SEC’s recent Rule 10b5-1 amendments. The new C&DIs re-affirm prior statements made by Staff members regarding effective dates for required new disclosures and the operation of the cooling-off period when entering into back-to-back trading plans. We summarize below the C&DI and the compliance dates for new rules relating to Rule 10b5-1, Section 16 and share repurchases.

Division of Corporation Finance Issues Interpretive Guidance on the SEC’s Universal Proxy Rules

August 29, 2022 | Posted by James J. Moloney; Ronald O. Mueller; Michael A. Titera Topic(s): Corporate Governance; Proxy Access; Proxy Statements and Annual Meetings; Securities Regulation; Shareholder Proposals

On August 31, 2022, the universal proxy rules adopted late last year by the Securities and Exchange Commission (the “SEC") will become effective. As discussed in our previous client alert, the rules require proxy cards distributed by both public companies and nominating shareholders in contested director elections to include both sides’ director nominees, such that shareholders casting their vote can “mix-and-match" nominees from each of the company’s and the dissident’s slate of director nominees.

Now Available: SEC Desktop Calendar for 2023

July 20, 2022 | Posted by Hillary H. Holmes; Peter Wardle; Justine Robinson; Lori Zyskowski Topic(s): Audit Committee; Capital Markets; Corporate Governance; Disclosure; Financial Statements; IPOs; Proxy Statements and Annual Meetings; Registered Securities Offerings; Registration Statements; Securities Regulation; Underwriters and Agents

To continue assisting US companies with planning for SEC reporting and capital markets transactions into 2023, we offer our annual SEC Desktop Calendar. This calendar provides both the filing deadlines for key SEC reports and the dates on which financial statements in prospectuses and proxy statements must be updated before use (a/k/a financial staleness deadlines).

SEC Division of Corporation Finance Issues Interpretations Addressed to SPACs’ Business Combinations

March 24, 2022 | Posted by Gerry Spedale; James J. Moloney; Ronald O. Mueller Topic(s): Disclosure; M&A; Miscellaneous; Proxy Statements and Annual Meetings; Securities Regulation

On March 22, 2022, the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued new Compliance and Disclosure Interpretations (“C&DIs”) that primarily focus on filing and disclosure issues that arise in the context of merger transactions by special purpose acquisition companies (“SPACs”).