For United States public companies, the drafting of the proxy statement and its filing with the US Securities and Exchange Commission (SEC) are integral parts of preparing for the annual meeting of shareholders.
In 2026, public companies will prepare their proxy statements amid a variety of SEC policy changes regarding
Continue Reading Preparing for the 2026 proxy season
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two major proxy advisory firms in the United States, have updated their benchmark proxy voting guidelines for the 2026 proxy season.
These firms provide institutional investors with voting recommendations on key matters such as director elections, executive compensation, corporate
Continue Reading ISS and Glass Lewis release benchmark policy updates for 2026
President Donald Trump has issued an Executive Order 14366, “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors,” which could significantly impact the policies and practices of Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two major proxy advisory firms in the United States.
Released on
Continue Reading Trump Administration issues Executive Order affecting proxy advisory firms: Top points
On November 17, 2025, the United States Securities and Exchange Commission (SEC)’s Division of Corporation Finance announced that it would significantly curtail its review of no-action submission requests for the upcoming proxy season (October 1, 2025 –September 30, 2026).
According to its statement, the SEC staff will not respond
Continue Reading SEC Division of Corporation Finance announces significant change to shareholder proposal no-action process for upcoming proxy season
On October 9, 2025, during a keynote address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala, United States Securities and Exchange Commission (SEC) Chairman Paul Atkins suggested that the SEC may be amenable to arguments from Delaware-incorporated companies seeking to exclude precatory shareholder proposals from
Continue Reading SEC signals potentially significant changes to Rule 14a-8 shareholder proposal process
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
Continue Reading To control or not to control: SEC issues new guidance impacting Schedule 13G filers
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
Continue Reading Shareholder proposals – the great reset again! (Part 2)
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
Continue Reading Shareholder proposals – the great reset again!
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
Continue Reading Notice of Exempt Solicitations are under scrutiny
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
Continue Reading Proxy advisors issue voting guidelines for 2025
