Background Materials
June 2024 Roundtable
I. Mid-season review – Voting on ESG proposals and directors
- Environmental & Social Policy Issues in the 2024 U.S. Proxy Season, Sustainable Investments Institute, April 2024
- Pro-ESG Shareholder Proposals Regaining Momentum in 2024, ISS, June, 2024
- Reality Catches Up with the Anti-Shareholder Narrative, As You Sow, June 2024
- Early Season Review: 2024 US AGM, Georgeson LLC, June 2024
- Six Early Takeaways from the 2024 Proxy Season, Teneo, June 2024
- Mid-Season Review of 2024 Proxy Season, Mayer Brown LLP, June 2024
II. Mid-season review – Compensation
A. Trends in compensation levels and structures
- An Early Look at CEO Pay Trends From Proxy Season 2024,Equilar, Inc., April 2024
- Current Trends in Executive Compensation Based on the 2024 Proxy Season, Pay Governance LLC, June 2024
B. Votes on Say on Pay
- How Should Compensation Committees View 2024 Say on Pay Results? Semler Brossy LLC, June 2024
- 2024 Proxy Season: Preliminary Analysis of Say-on-Pay Voting Trends, Sullivan & Cromwell LLP, June 2024
C. Current practices in ESG-based compensation
- Say on Sustainability Pay: An Underutilized Tone of Shareholder Voice, Rights Colab, March 2024
III. Mid-season review – Activism
A. In general
- 8 Hot Topics in Activism in 2024, Latham & Watkins LLP, February 2024
- 2023 Activism Recap, Mayer Brown LLP, March 2024
- Issuers see former directors take on activist role, Diligent, April 2024
- Defenseless companies invite activism, Diligent Market Intelligence, May 2024
- Shareholder Activism – 2024 Mid-Year Review, Olshan Frome Wolosky LLP, June 202
- 2024 Proxy Season Trends: Mid-Season Review, Innisfree M&A Inc., June 2024
B. Advance nomination bylaws
- Chancery Court Invalidates Advance Notice Bylaws – Kellner v. AIM, Fried, Frank, Harris, Shriver & Jacobson LLP, January 2024
- Developments With Universal Proxy Cards and Advance-Notice Bylaws, Wilson Sonsini Goodrich & Rosati, June 2024
C. Universal proxy
- (More) Observations on the Universal Proxy Card, Schulte Roth & Zabel LLP, June 2024
D. Nomination-neutrality proposals
- Oregon State Treasury Nomination Neutrality, Oregon State Treasury, February 2024
IV. Investor engagement
A. No-action letters and the Exxon litigation
- SEC No Action Statistics to May 1, 2024, Shareholder Rights Group, May 2024
- Exxon court challenge to Arjuna shareholder proposal survives dismissal, Cooley LLP, June 2024
- ExxonMobil’s Lawsuit Against its Shareholders: A Cautionary Tale, Interfaith Center on Corporate Responsibility (ICCR), June 2024
B. Pass-through voting
- Technology Advances Facilitate Pass-Through Voting, ISS, February 2024
- BlackRock has expanded Proxy Voting Choice to millions of U.S. retail shareholder accounts, BlackRock Inc., April 2024
- Pass-Through Voting: Giving Individual Investors a Voice in Corporate Governance, Broadridge, April 2024
C. Say-on-climate proposals
- Say-on-Climate Votes: Asset Managers Send Mixed Signals, Morningstar, Inc., May 2024
V. Legal developments and law-related proposals
A. Officer exculpation
- 2024 Proxy Season Considerations: Officer Exculpation for Delaware Corporations, Orrick Herrington & Sutcliffe LLP, February 2024
- Developments and Trends in Delaware Officer Exculpation Charter Amendments, Mayer Brown LLP, June 2024
B. Reincorporation proposals
- Delaware’s Status as the Favored Corporate Home: Reflections and Considerations, Wilson Sonsini Goodrich & Rosati, May 2024
- Chancery Subjects Reincorporation to Entire Fairness, Delaware Supreme Court Says Not So Fast, Dechert LLP, May 2024
C. Proposed legislation re stockholder agreements
- Proposed Amendments to the DGCL Address Recent Caselaw on Stockholder and Merger Agreements, Morris, Nichols, Arsht & Tunnell LLP, April 2024
- Proposed Amendments to DGCL on Stockholder Contracting Would Create More Problems Than They Purportedly Solve, Sarath Sanga and Gabriel Rauterberg, April 2024
- The Perils of Governance by Stockholder Agreements, Lucian A. Bebchuk, May 2024
VI. Diversity, equity and inclusion
A. Where we are
- Women in the boardroom, Deloitte Touche Tohmatsu Limited, April 2024
- DEI on the Corporate Ballot: Strive’s Predictions for 2024, Strive Asset Management, February 2024
- DEI in an era of unrest: a few truths and a path forward, Teneo, February 2024
B. Shareholder proposals
- The Future of DEI Shareholder Proposals, Fenwick & West LLP, June 2024
- Diversity, Equity, and Inclusion in the 2024 Proxy Season: A New Era of Scrutiny, The Conference Board, June 2024