On November 17, 2025, the SEC’s Division of Corporation Finance announced that it will largely refrain from issuing responses to company requests to exclude shareholder proposals under Exchange Act Rule 14a-8—except where exclusion is sought on the basis that the proposal is not a proper subject for shareholder action under
Continue Reading Corp Fin Announces Significant Changes Regarding Rule 14a-8 This Proxy SeasonISS Peer Group Submission Window Opens November 10
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On November 3, 2025, ISS Governance (ISS) announced the scheduled November 10, 2025, opening of its peer group submission window for U.S. and Canadian corporations with annual meetings slated to be held between February 1, 2026, and September 15, 2026, and for European corporations with meetings slated to be held…
Continue Reading ISS Peer Group Submission Window Opens November 10The Corporate Director Podcast | Tips and Trends Shaping the 2025 Proxy Season
Wilson Sonsini partners Sebastian Alsheimer and Doug Schnell recently joined The Corporate Director podcast to discuss the evolving landscape of shareholder activism. They provided practical advice on protecting against shareholder activism and engaging in effective shareholder engagement. Listen to the podcast on Diligent’s website (here) or on our
Continue Reading The Corporate Director Podcast | Tips and Trends Shaping the 2025 Proxy SeasonGlass Lewis Stands by Its Diversity-Related Voting Guidelines but Will Include Flag
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As we reported in our Preparing for the 2025 Proxy Season client alert, Glass Lewis announced on February 18, 2025, that it was reviewing its diversity-related voting guidelines “in the face of the U.S. Administration’s recent Executive Orders and overall stance on DEI,” which are further described in our 2025 Environmental and Social Developments client alert. On March 4, 2025, Glass Lewis emailed its clients that it had completed its review and decided, beginning on March 10, to “implement a bifurcated approach to offering voting guidance on board elections and DEI-related shareholder proposals at U.S companies.”Continue Reading Glass Lewis Stands by Its Diversity-Related Voting Guidelines but Will Include Flag
Preparing for the 2025 Reporting Season: Proxy Season Reminders
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- Board Diversity
- Director Independence
- Director Overboarding
- New SEC Requirements Related
ISS and Glass Lewis Publish 2025 Updates
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Our recent Client Alert discusses ISS and Glass Lewis voting policy updates for the 2025 proxy season. ISS made updates to the section on management say-on-pay and executive pay evaluation in its U.S. Executive Compensation Policies FAQs and made updates to its voting guidelines relating to environmental and/or community impact…
Continue Reading ISS and Glass Lewis Publish 2025 UpdatesISS Peer Group Submission Window Opens November 11
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On November 4, 2024, ISS Governance (ISS) announced the scheduled November 11, 2024, opening of its peer group submission window for U.S. and Canadian corporations with annual meetings slated to be held between February 1, 2025, and September 15, 2025, and for European corporations with meetings slated to be held…
Continue Reading ISS Peer Group Submission Window Opens November 11Inside Today’s Boardroom | Proxy Season Trends and Tips
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Wilson Sonsini partner Tamara Brightwell recently joined the Diligent Institute to discuss significant trends from the 2024 proxy season and what to expect in the upcoming 2025 proxy season. She discussed a broad range of topics, including key issues raised by shareholders this proxy season, major trends and changes for…
Continue Reading Inside Today’s Boardroom | Proxy Season Trends and TipsISS and Glass Lewis Launch Annual Policy Surveys
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On August 1, 2024, ISS Governance (ISS) announced the launch of its Annual Benchmark Policy Survey. The survey results will inform ISS’s policy development for 2025 and beyond. For the U.S. market, the survey solicits views on poison pills and executive compensation. In addition, the survey solicits views on global environmental and social topics including climate-related shareholder proposals, disclosure of Scope 3 GHG emissions targets, and shareholder proposals requesting disclosure of workforce diversity metrics.Continue Reading ISS and Glass Lewis Launch Annual Policy Surveys
Developments with Universal Proxy Cards and Advance Notice Bylaws
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This recent post on the Harvard Law School Forum on Corporate Governance submitted by Wilson Sonsini discusses that the 2024 proxy season, the second year with universal proxy cards, has produced incremental evidence of the effect that universal proxy has had on proxy fights and on advance notice bylaws with…
Continue Reading Developments with Universal Proxy Cards and Advance Notice Bylaws