Shareholder Proposals

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The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of Appeals decision to vacate the Nasdaq diversity rules, which required Nasdaq-listed companies to disclose board diversity statistics and have a minimum number of…

On February 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission issued Staff Legal Bulletin No. 14M (“SLB 14M”), which rescinds in part Staff Legal Bulletin No. 14L (“SLB 14L”). In addition, SLB 14M provides guidance and clarification on the Staff’s views on the scope…

In January, Securities and Exchange Commission Commissioner Hester Peirce discussed her desire to reevaluate the SEC’s shareholder proposal process, suggesting that the SEC do “a better job protecting investors from having their resources diverted to deal with shareholder proposals that are not aimed at maximizing corporate value.”  Commissioner Peirce pointed out that the number of…

On November 13, 2024, at the Practicing Law Institute’s 56th Annual Institute on Securities Regulation, panelists shared key updates from this year’s proxy season and highlighted emerging trends to watch in 2025.  Public companies experienced favorable voting outcomes across compensation, activism, shareholder proposals, and director elections in 2024. 

Activism and the Impact of the Universal
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Webinar | November 7, 2024
1:00 p.m. – 2:00 p.m. EST
Register here.

Although it may seem early, it is already time to start preparing for the 2025 proxy and annual report season.

During this session, join Mayer Brown partners Ryan Liebl, David Schuette, and Jennifer Zepralka, as well as Kilian Moote, Managing Director…

Bloomberg Law has published Larry Cunningham’s opinion piece on this high-visibility lawsuit.

Exxon Mobil Corp. recently attracted significant attention after suing two climate activists who sent a shareholder proposal asking that the company set stringent targets to slash its greenhouse gas emissions and those of its customers. 

If implemented, the proposal would effectively place a…

It’s shareholder meeting season, which means the proxy votes will be rolling in. As corporate boards receive these results of shareholder votes, a framework on how to respond may be helpful. After all, these days corporate ballots may include shareholder proposals on any issue of social significance, without regard to its significance to the company…