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Our recent Client Alert discusses applicable rule changes, guidance, and disclosure considerations for the 2024 proxy season, as well as reminders for what is on the horizon for public company governance and disclosure. It covers the following topics:

  • Disclosure and Governance Considerations
    • New Clawback Disclosure
    • Second Year of Pay Versus Performance Disclosure
    • Advance Notice Bylaws
    • Officer Exculpation Charter Amendment
    • Board Leadership and Risk Oversight Disclosure
    • Board Diversity
    • Director Overboarding
    • ESG Disclosure
    • Regulation 14A and Universal Proxy Card CDIs
    • Nasdaq Code of Conduct Waivers
  • Proxy Advisor Voting Guidelines
  • Shareholder Proposals and Shareholder Engagement
    • Review of Rule 14a-8 Proposal Trends in the 2023 Proxy Season
    • Shareholder Engagement
  • Compliance Reminders
    • Mandatory Electronic Submission of Glossy Annual Reports
    • New Beneficial Ownership Reporting Rules
    • Equity Plan Checkup
  • On the Horizon
    • New Close-In Time Option Grant Disclosures
    • SEC Rulemaking Agenda