Our recent Client Alert discusses applicable rule changes, guidance, and disclosure considerations for the 2023 proxy season for public companies, as well as reminders for what is on the horizon for public company governance and disclosure. Our annual client alert covers the following topics:

• Disclosure and Governance Considerations
  • Pay-Versus-Performance Disclosure
  • Board Leadership and Risk Oversight Disclosure
  • Board Diversity
  • Director Overboarding
  • Environmental and Social Considerations
• Proxy Advisor Voting Guidelines
• Shareholder Engagement and Activism
  • Review of Rule 14a-8 Proposals in 2022 Proxy Season
  • Universal Proxy Rules and Related Disclosure
  • Shareholder Engagement
• Compliance Reminders
  • Form 10-K Cover Page Check Boxes
  • Say-on-Frequency Proposals and Related Disclosure
  • Mandatory Electronic Submission of Glossy Annual Reports
  • Mandatory Electronic Filing of Form 144
• Additional Items to Consider
  • Rule 10b5-1 Plans and Related Disclosures (including with respect to the upcoming February 27, 2023 effective date for Rule 10b5-1 plans and gift reporting)
  • Equity Plan Checkup
  • Director Pay Litigation
• On the Horizon
  • New Clawback Rules
  • SEC Rulemaking Agenda (including anticipated final and proposed rulemakings in 2023)
  • Rule 14a-8 Procedural Amendments