HomeWebcastPreparing for the Next Proxy Season: Trends and Key Considerations
Online CLE Proxy Season CLE

Preparing for the Next Proxy Season: Trends and Key Considerations

Live Webcast Date: Thursday, October 26, 2017 from 12:00 pm to 2:00 pm (ET)
Business and Corporation CLE & CPERecording

Online CLE Proxy Season

Join us for this Knowledge Group Online CLE Proxy Season Webinar. 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 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

Agenda

SEGMENT 1:
Stephen Hinton, Partner
Bradley

  • Director attendance
    • Review director attendance YTD and notify directors who are or are close to falling below 75%
    • Note ISS policy
    • Overboarding
  • 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

SEGMENT 2:
Frank Zarb, 
Partner
Proskauer

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.

SEGMENT 3:
James R. Burke,
 Partner
Hinckley Allen

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.

SEGMENT 4:
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

SEGMENT 5:
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
    • [Activism
      • General update and trends
      • ADP vs. P&G – different activist approaches
      • How will large institutions react?] 

Who Should Attend

  • Corporate Governance/Proxy Advisory Professionals
  • Shareholders
  • Institutional Investors
  • C-Suite Executives
  • HR and Compensation Officers/Professionals
  • General Counsel
  • In-house Counsel
  • Board of Directors
  • Public Companies

Online CLE Proxy Season

SEGMENT 1:
Stephen Hinton, Partner
Bradley

  • Director attendance
    • Review director attendance YTD and notify directors who are or are close to falling below 75%
    • Note ISS policy
    • Overboarding
  • 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

SEGMENT 2:
Frank Zarb, 
Partner
Proskauer

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.

SEGMENT 3:
James R. Burke,
 Partner
Hinckley Allen

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.

SEGMENT 4:
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

SEGMENT 5:
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
    • [Activism
      • General update and trends
      • ADP vs. P&G – different activist approaches
      • How will large institutions react?] 

Online CLE Proxy Season

Online CLE Proxy Season

Frank ZarbPartnerProskauer

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.

Online CLE Proxy Season

Stephen HintonPartnerBradley

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. 

Online CLE Proxy Season

James R. BurkePartnerHinckley Allen

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.

Online CLE Proxy Season

Larry W. MillerManaging DirectorInnisfree M&A Incorporated

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.

Online CLE Proxy Season

Shaun BismanPrincipalCompensation Advisory Partners

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.


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Online CLE Proxy Season

Course Level:
   Intermediate

Advance Preparation:
   Print and review course materials

Method Of Presentation:
   On-demand Webcast

Prerequisite:
   Experience in Corporate Law

Course Code:
   146233

NASBA Field of Study:
   Specialized Knowledge & Applications

NY Category of CLE Credit:
   Areas of Professional Practice

Total Credits:
    2.0 CLE

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About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

We are 725+ lawyers serving clients from 13 offices located in the leading financial and business centers in North and South America, Europe and Asia. The world’s leading organizations, companies and corporations choose us to be their representatives in their most critical situations.  But more, they consider Proskauer a strategic partner to drive their business forward.  We work with asset managers, major sports leagues, Fortune 500 companies, entertainment industry legends and other industry-redefining companies.

Website: https://www.proskauer.com/

Bradley is a national law firm with a global perspective. The firm has more than 525 attorneys serving established regional, national and international companies, emerging businesses, and individuals. Our offices—strategically located in Alabama, Florida, Mississippi, North Carolina, Tennessee, Texas and the District of Columbia—provide an extensive geographic base from which to best accommodate our clients. Recognized across the country, our attorneys serve as national, regional, and statewide counsel for clients across many industries. Clients rely on us for innovative legal services that reflect a deep understanding of their business objectives

Website: https://www.bradley.com/

HINCKLEY ALLEN is a multiservice law firm offering a full range of legal services and pragmatic business advice to regional, national and international clients, with offices in Albany, Boston, Hartford, Manchester, New York and Providence.

Website: https://www.hinckleyallen.com/

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.

Website: https://www.innisfreema.com/

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.

Website: https://www.capartners.com/

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.

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. 

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.

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.

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.

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