Background Materials

I. Current Legal Developments and Proposals

A. Mandatory Arbitration

• Keeping Investors out of Court—The Looming Threat of Mandatory Arbitration, Bernstein Litowitz Berger & Grossmann LLP, Feb. 2019
• The Division of Corporate Finance’s Response to Mandatory Arbitration Proposals, Cooley LLP, Feb. 2019
• Statement on Shareholder Proposals Seeking to Require Mandatory Arbitration Bylaw Provisions, SEC Chairman Jay Clayton, Feb. 2019
• Comment Letter Regarding Mandatory Arbitration Bylaw Proposal at Johnson & Johnson, Council of Institutional Investors, March 2019

B. Eligibility for Shareholder Proposal Submissions

• What Happened at the SEC’s Proxy Process Roundtable?, Cooley LLP, Nov. 2018
• Clearing the Bar: Shareholder Proposals and Resubmission Thresholds, Council of Institutional Investors, Dec. 2018
• Rule 14a-8 Exceptions and Executive Compensation, Cooley LLP, March 2019

C. Universal Proxy

• Universal Proxies: What Companies Need to Know, Latham & Watkins LLP, Dec. 2018
• Were Reports on the Demise of the Universal Proxy Premature?, Cooley LLP, Oct. 2018

D. Disclosure Issues

• Applying a Principles-Based Approach to Disclosing Complex, Uncertain, and Evolving Risks, William H. Hinman, U.S. Securities and Exchange Commission, March 2019
• D.C. Speaks Up: A Push for Board Diversity from the SEC and Congress, Weil, Gotshal & Manges, Feb. 2019

E. SEC Staff Roundtable on Short-Term/Long-Term Management of Public Companies

• SEC Staff Roundtable on Short-Term/Long-Term Management of Public Companies, Our Periodic Reporting System and Regulatory Requirements, SEC Chairman Jay
  Clayton, May 2019
• SEC Roundtable on Short-Termism and Periodic Reporting System, Wachtell, Lipton, Rosen & Katz, May 2019

F. Criminal Liability for Negligent Conduct

• Bill Proposal—Corporate Executives Criminally Accountable for Negligent Conduct, Cleary Gottlieb Steen & Hamilton LLP, April 2019

G. Regulation of Proxy Advisors

• The SEC’s Current End Game on Proxy Advisory Firms, Cooley LLP, April 2019
• On Proxy Advisors and Important Issues for Investors in 2019, Rick A. Fleming, U.S. Securities and Exchange Commission, April 2019
• Providing Retail Investors a Voice in the Proxy Process, J.W. Verret, April 2019

II. Engagement Between Issuers and Investors

A. Current Thinking on Engagement

• What we do. How we do it. Why it matters: Vanguard’s Investment Stewardship Commentary, Vanguard, May 2019
• 2019 Proxy Voting and Engagement Guidelines: North America, State Street Global Advisors, March 2019
• Engaging With Your Investors, Morrow Sodali, April 2019
• Synthesizing the Messages from BlackRock, State Street, and T. Rowe Price, Cleary Gottlieb Steen & Hamilton, Feb. 2019
• Purpose, Culture, and Long-Term Value – Not Just a Headline, Kirkland & Ellis LLP, Feb. 2019

B. Emerging Consensus?

• An Investor Consensus on U.S. Corporate Governance & Stewardship Practices, Florida State Board of Administration, May 2018
• Open Letter: Commonsense Corporate Governance Principles 2.0, Sard Verbinnen & Co, Oct. 2018
• Commonsense Principles 2.0: A Blueprint for U.S. Corporate Governance?, Weil, Gotshal & Manges LLP, Oct. 2018

C. Shareholder Activism

• Lazard’s 1Q 2019 Activism Review, Lazard, April 2019
• 2018 Year-End Activism Update, Gibson, Dunn & Crutcher LLP, April 2019
• Review and Analysis of 2018 U.S. Shareholder Activism, Sullivan & Cromwell LLP, April 2019
• Trends in Shareholder Activism, Activist Insight, Feb. 2019

D. Share Buybacks

• Limit Corporate Stock Buybacks, Senators Chuck Schumer and Bernie Sanders, Feb. 2019
• Are Share Buybacks a Symptom of Managerial Short-Termism? Pay Governance LLC, May 2019
• Share Buybacks Under Fire, Jones Day, May 2019
• Democratic Senators and the Buyback Boogeyman, Jesse Fried, Sep. 2018
• Letter on Stock Buybacks and Insiders’ Cashouts, SEC Commissioner Robert J. Jackson, Jr., March 2019
• A Capitalist’s Solution to the Problem of Excessive Buybacks, Nell Minow, Feb. 2019

E. Virtual Meetings

• A Practical Guide to Virtual-Only Shareholder Meetings, Hunton & Williams LLP, Nov. 2017
• Virtual-Only Shareholder Meetings: Streamlining Costs or Cutting Shareholders Out?, Glass, Lewis & Co., Nov. 2017

F. Political Spending and Lobbying Disclosure

• Is It Time For Corporate Political Spending Disclosure?, Cooley LLP, March 2019
• 2019 Lobbying Disclosure Resolutions, Walden Asset Management, March 2019

III. Boards

A. Board Skills, Diversity and Composition

• The 2018 U.S. Spencer Stuart Board Index, Spencer Stuart, Nov. 2018
• Independent Directors: New Class of 2018, EY, March 2019
• Q3 2018 Gender Diversity Index, Equilar, Inc., Jan. 2019
• Gender Diversity in Silicon Valley, Fenwick & West LLP, April 2019
• Driving Diversity and Inclusion—the Role for Chairs and CEOs, Russell Reynolds, April 2019

B. The California Bill on Board Diversity

• My Beef with Stakeholders: Remarks at the 17th Annual SEC Conference, SEC Commissioner Hester M. Peirce, Sept. 2018
• As California Goes, So Goes the Nation? The Impact of Board Gender Quotas on Firm Performance and the Director Labor Market, Davidoff Solomon, et al., March 2019