Shareholders Archive

Sep 24, 2020
SEC finalizes Rule 14a-8 reforms
In a split-decision, the SEC yesterday approved changes to the shareholder proposal process that have sparked thousands of comment letters and widespread concern among investors. The commission voted 3-2 in favor of amendments to Rule 14a-8 that will ramp up the thresholds shareholders must meet to get a measure on a proxy statement either for a first time or to keep it on the ballot if it fails to secure majority backing. The final version of the rule does, however...
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Sep 16, 2020
Discretionary adjustments to executive compensation call for careful disclosure
In the wake of uncertainty about the coronavirus pandemic and its impact on public markets, many compensation committees are evaluating how to follow through on incentive compensation for their executive teams. This year has been anything but ‘business as usual.’ In many cases, long-term equity awards granted before March 2020 have lost value and performance goals for annual bonuses have become unrealistic. Companies still want their compensation programs to mot...
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Aug 07, 2020
The threat of employee shareholder activism
Boardrooms across the country are increasingly discussing human capital management issues, as investors bring subjects like diversity and inclusion, employee safety, retention and engagement into focus. With so many CEOs of US companies signing the Business Roundtable statement on stakeholder value, and Covid-19 raising legitimate concerns about employee safety, companies can expect greater scrutiny of how they treat their employees in the future. The majority of sh...
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Aug 06, 2020
How SSGA integrates ESG into its decision-making
What roles do you play with regard to your company’s ESG function? Ben Colton –Our primary responsibility is voting and engagement. We developed a stewardship program focused on governance and sustainability issues. We work closely to integrate R-Factor [SSGA’s sustainability score] into our stewardship work and to integrate ESG across ...
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Aug 04, 2020
Debate continues over 14a-8 reform plans
The SEC’s plans to reform the process by which shareholder proposals reach a vote – or companies exclude them from the proxy statement – continue to divide the governance community. Although the official deadline for feedback on plans to reform Rule 14a-8 was in February, commenters have been filing letters with the agency as recently as July 21. A panel discussion during Corporate Secretary an...
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Jul 31, 2020
The week in GRC: McConnell demands Covid-19-linked liability shields, and Tyson Foods creates chief medical officer role
– CNBC reported that Under Armour disclosed it had received notice of a possible enforcement action from the SEC related to the accounting treatment of sales it booked between the third quarter of 2015 and the fourth quarter of 2016. Under Armour and two executives – Kevin Plank, its former CEO and current executive chair, and David Bergman, its CF...
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Jul 17, 2020
Investor groups urge SEC to help improve virtual AGMs
A coalition of major investor groups has called on the SEC to take action to avoid a repeat of what it says was a proxy season dominated by virtual AGMs that were a ‘poor substitute’ for the usual in-person events. Health and safety considerations arising from the Covid-19 pandemic have led most US companies to switch to a virtual format for this year’s shareholder meeting. In a ...
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