Annual meetings

To control or not to control: SEC issues new guidance impacting Schedule 13G filers

By Era Anagnosti, Sanjay Shirodkar, Rita Patel, Keith Ranta, Michelle Lara & Jenna Fontenot on March 10, 2025

Posted in Annual meetings, Corporate governance, ESG, Proxy voting, SEC developments, Shareholder engagement

The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders. Released on February 11, 2025, this C&DI focuses on the eligibility criteria for reporting beneficial ownership on Schedule 13G compared to Schedule…

Shareholder proposals – the great reset again! (Part 2)

By Sanjay Shirodkar & Jenna Fontenot on March 4, 2025

Posted in Annual meetings, Corporate governance, Proxy solicitations, SEC developments, Shareholder proposals

In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L). The staff of the US Securities and Exchange Commission (SEC) indicated that SLB 14M is intended to clarify the views of the SEC staff (Staff) on the…

Shareholder proposals – the great reset again!

By Sanjay Shirodkar & Jenna Fontenot on February 24, 2025

Posted in Annual meetings, Proxy solicitations, Proxy voting, Shareholder engagement, Shareholder proposals

The staff of the US Securities and Exchange Commission (SEC) rescinded prior Staff Legal Bulletin 14L (SLB 14L) and issued Staff Legal Bulletin 14M (SLB 14M) on February 12, 2025. SLB 14M is intended to clarify the views of the SEC staff (Staff) on the scope and application of Rule…

Notice of Exempt Solicitations are under scrutiny

By Sanjay Shirodkar & Jenna Fontenot on February 18, 2025

Posted in Annual meetings, Corporate governance, Proxy solicitations, Proxy voting, SEC developments, Shareholder engagement

It may now be more difficult to use the exempt solicitation process as a messaging tool. As one of the first acts of the new US Securities and Exchange Commission (SEC) Administration, the staff of the SEC revised certain Compliance and Disclosure Interpretations (C&DIs) related to the use of Notice…

Proxy advisors issue voting guidelines for 2025

By Ron Llewellyn on February 3, 2025

Posted in Annual meetings, Proxy voting, Shareholder engagement

As the 2025 proxy season approaches, it is important that public companies be aware of the changes to the proxy voting guidelines of Institutional Shareholder Services (ISS) and Glass Lewis. Late in the fourth quarter of 2024, both proxy advisory firms announced changes to their guidelines that will go into…

BlackRock releases its 2025 voting guidelines

By DLA Piper on February 3, 2025

Posted in Annual meetings, Proxy voting, Shareholder engagement

In January 2025, BlackRock issued its latest proxy voting guidelines which are in effect for the 2025 proxy season. BlackRock is one of the largest shareholders of many US companies. Accordingly, companies are encouraged to understand the organization’s approach to voting and engagement on key corporate governance matters as detailed…