Preparing for the Next Proxy Season: Trends and Key Considerations
As companies make their way into the 2018 proxy season, they should be aware of significant changes and developments that are expected for next year. The controversial CEO pay ratio rules take effect for the first time in the 2018 proxy season. Under these rules, public companies must disclose a ratio comparing median employee compensation to CEO compensation. The panel will discuss the disclosure requirements, how the ratio is calculated, recent guidance from the SEC and areas of particular concern.
The panel will also discuss proxy access and other trends in shareholder engagement expected for the 2018 proxy season. Proxy access, which gives rights to shareholders to nominate directors for inclusion in the company's annual meeting proxy statement, has been a hot topic for several years, and the panel will address market trends and developments to date. Other focuses for shareholder engagement in 2018 include the shareholder campaign for board diversity, and the increasing success of climate change and other shareholder proposals on the environment.
In this LIVE Webcast, a seasoned panel of thought leaders, professionals and institutional investors brought together by The Knowledge Group will provide the audience an in-depth discussion of the fundamentals as well as recent trends and key considerations in preparing for the next proxy season. Speakers will go beyond the basics and will present to the audience the best strategies and practical tips to avoid potential risks and pitfalls surrounding this significant topic.
Key topics include:
- Review of the CEO Pay Ratio Rules, including recent SEC guidance and particular areas of concern
- Proxy Access: Where things stand
- How is it being used/Is it being used?
- The SEC’s current position with respect to proxy access and “fix it” shareholder proposals
- Wait-and-See Approach Vs Preemptively Adopting Proxy Access
- The Campaign for Board Diversity
- Trends in Shareholder Proposals
- Practical Tips and Advice; and
- Other Recent Trends, Developments, and Updates
Stephen Hinton, Partner
- Director attendance
- Review director attendance YTD and notify directors who are or are close to falling below 75%
- Note ISS policy
- Review ISS report
- Consider whether any changes should be considered for corporate governance or 2018 compensation program
- Shareholder proposals
- Plan response for 2017 shareholder proposals
- Remember deadline for procedural defects
- Notify support staff about timing
- Consider proposals needed for 2018 meeting
- Shares available under equity incentive plans
- Check 162(m) approval every 5 years
- ISS Policy Updates
- Policy survey suggests increased focus on board gender diversity, virtual meetings, multi-class voting structures and pay ratio
Frank Zarb, Partner
Proxy Access: Where things stand now that a majority of the S&P 500 has adopted proxy access through private ordering; how it has, or has not, been actually used; whether it will be used for more the leverage; connection to board diversity initiatives. Also, a brief high line view of some shareholder proposal trends.
James R. Burke, Partner
The SEC’s new CEO pay ratio rule, which goes into effect for the first time during the 2018 proxy season, including the disclosure requirements under the new rule, areas of particular concern, and updates on the implementation of the rule.
Shaun Bisman, Principal
Compensation Advisory Partners
- First proxy season where CEO pay ratio will be disclosed
- Compensation related shareholder proposals
- Focus on Board diversity
- Gender pay equity proposals
Larry W. Miller, Managing Director
Innisfree M&A Incorporated
- Shareholder Engagement and Proposals
- Other Board Composition Issues
- Climate Competence – shareholder views, climate change proposals passing at energy companies
- Tenure – shareholder views, proxy statement disclosure increasing
- Update on Other Prominent Shareholder Proposals
- Independent chair
- Lobbying/political contributions
- Gabelli’s Timken-type split the company proposals at Kaman and Ryman
- ISS Negative Recommendations on Directors – statistics, implications
- General update and trends
- ADP vs. P&G – different activist approaches
- How will large institutions react?]
- Other Board Composition Issues
Who Should Attend:
- Corporate Governance/Proxy Advisory Professionals
- Institutional Investors
- C-Suite Executives
- HR and Compensation Officers/Professionals
- General Counsel
- In-house Counsel
- Board of Directors
- Public Companies
Frank Zarb is a partner in the Corporate Department, where he concentrates his practice on regulatory matters under the U.S. federal securities laws, as well as on equity finance transactions regulated under those laws.
He counsels public and private companies, broker-dealers, hedge funds, as well as other investors, on a wide range of transactional and securities regulatory compliance matters including:
- Equity investments and dispositions in public and private companies
- Public registration, disclosures and preparation of periodic reports
- Federal and state proxy requirements as well as shareholder proposals and communications
- Corporate governance and stock exchange listing standards
- Regulation of financial intermediaries, such the responsibilities of brokers to distribute proxy materials and interim reports
- New laws and regulations under the JOBS Act, the FAST Act and Dodd-Frank legislation
Frank’s practice is both domestic and international, beginning with his experience in senior positions with the Securities and Exchange Commission. As a member of the Staff of the SEC’s Office of International Corporate Finance, Frank has advised U.S. companies seeking to do business in the EU, Asia and the Middle East, as well as companies from those regions doing business in the U.S., or otherwise seeking to comply with the U.S. securities laws. In the Office of Chief Counsel, he focused on federal proxy rules, and supervised a team of staff members who help to provide guidance in the course of proxy season.
Frank Zarb is a partner in the Corporate Department, where he concentrates his practice on regulatory matters under the U.S. …
Stephen Hinton is a partner in Bradley’s Public Company Advisory practice, where he focuses on representing public companies on matters related to corporate and securities law, securities offerings, and mergers and acquisitions.
Stephen’s experience includes advising clients in connection with public offerings, Rule 144A offerings and private placements. He regularly advises public company clients in their preparation of filings with the SEC. He has also advised public company clients on a variety of corporate governance related matters, including compliance with stock exchange listing standards, committee charters and corporate governance guidelines, Regulation FD, insider trading policies and 10b5-1 trading plans. In addition, Stephen has represented a number of public companies responding to activist shareholders.
Stephen Hinton is a partner in Bradley’s Public Company Advisory practice, where he focuses on representing public companies on matters …
JAMES R. BURKE is a partner in the Corporate and Business Group of Hinckley, Allen & Snyder LLP. Based in Boston, Mr. Burke has been involved in various transactions in the corporate and securities field, including public offerings, Rule 144A transactions, tender offers, private placements, mergers, acquisitions and dispositions. Mr. Burke has advised public companies on SEC, stock exchange and corporate governance matters. Prior to joining Hinckley, Mr. Burke was a partner at WilmerHale, where he practised from 1991 to 2010. He is a member of the Education Committee of the Boston Bar Association (BBA) and past Co-Chair of the Business Transactions Section and Securities Law Committee of the BBA. He received his J.D. from Harvard Law School and A.B. from Princeton University.
JAMES R. BURKE is a partner in the Corporate and Business Group of Hinckley, Allen & Snyder LLP. Based in …
Larry W. Miller is a Managing Director of Innisfree M&A Incorporated. Mr. Miller focuses on providing strategic advice in M&A transactions, proxy contests, and annual and special shareholder meetings. In addition, he counsels clients on corporate governance and compensation issues, specializing in assisting issuers in obtaining favorable results on say-on-pay and equity plan proposals.
Prior to joining Innisfree, Mr. Miller was a litigation attorney associated with Cravath, Swaine & Moore representing both issuers and dissidents in proxy contests and M&A transactions. After Cravath, Mr. Miller served as a Justice of the Supreme Court of the Republic of Palau.
Mr. Miller earned a B.A. from Amherst College, and a J.D. from the New York University of School of Law.
Larry W. Miller is a Managing Director of Innisfree M&A Incorporated. Mr. Miller focuses on providing strategic advice in M&A …
Shaun Bisman is a Principal in Compensation Advisory Partners in New York. He has 10 years of experience consulting to management and compensation committees. He provides compensation consulting services to both public and privately-held companies, assisting with incentive plan design, peer group development, performance measurement, pay for performance validation and director compensation. He has significant experience in the insurance, financial services and consumer products industries. Shaun authors CAP client alerts (CAPflash) and oversees CAP’s Dodd-Frank/Say on Pay research.
Shaun Bisman is a Principal in Compensation Advisory Partners in New York. He has 10 years of experience consulting to …
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Method of Presentation:
On-demand Webcast (CLE)
Experience in Corporate Law
NASBA Field of Study:
Specialized Knowledge & Applications
NY Category of CLE Credit:
Areas of Professional Practice
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About Innisfree M&A Incorporated
Innisfree is a full service shareholder engagement firm providing clients with sound tactical and strategic advice and results-oriented implementation in proxy and consent solicitations (whether friendly or contested), tender and exchange offers, mergers, rights offerings, strategic restructurings and other domestic and cross-border transactions requiring action by public security-holders. Innisfree provides expert consulting services on a wide range of matters, including shareholder activism, executive compensation proposals, corporate governance issues and investor relations.
About Compensation Advisory Partners
CAP is a leading independent consulting firm specializing in executive and director compensation and related corporate governance matters. Our consultants have served as independent adviser to Boards and senior management at many leading companies in the areas of compensation strategy, program design and in promoting sound corporate governance principles.