With the 2025 proxy season under way, our recent Client Alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2025 annual meetings. The alert covers a broad range of topics including the following:

• Governance and Disclosure Considerations
  • Board Diversity
  • Director Independence
  • Director Overboarding
  • New SEC Requirements Related to Insider Trading Policy Disclosures and Timing of Option Awards
  • Clawback Disclosure
  • Security Perquisites
  • Pay Versus Performance
  • Performance-Based Awards
• Officer Exculpation
• Proxy Advisory Firm Voting Guidelines
• Staff Legal Bulletin No. 14M
• Shareholder Engagement
• Compliance Reminders
  • Equity Plan Checkup
  • Voting Standards
  • Exhibit Links