Thought Leadership  •  April 01, 2024

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Proxy Season Field Guide - 11th Edition

The 2024 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 2024 proxy season.

In the past few years, the SEC adopted numerous rules and rule amendments that will shape the 2024 proxy season and proxy seasons to come. The changes include:

  • Significant amendments to the description of business, risk factors, legal proceedings, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and financial disclosure requirements;
  • Provisions addressing the regulation of proxy voting advice provided by proxy advisory firms;
  • Amendments to Rule 14a-8, the shareholder proposal rule, which increase submission and resubmission thresholds and introduce certain procedural safeguards;
  • Amendments to the proxy rules to mandate the use of a universal proxy card in contested director elections;
  • Amendments to Item 402 of Regulation S-K that require disclosure of the relationship between executive compensation actually paid and various measures of performance; and
  • A rule directing the national securities exchanges to adopt listing standards that require the recovery of incentive compensation that has been erroneously awarded in the event of a restatement.

This 11th Edition of the Proxy Season Field Guide will provide you with the resources necessary to successfully navigate the proxy season.

See Appendix A for a Compliance Checklist, Schedule 14A, For an Annual Meeting of Stockholders, updated February 2024.

See Appendix B for an Annotated Model Directors and Officers Questionnaire.