November 2022 Roundtable

I. The 2022 Proxy Season: Reflections on the Season and What to Expect in 2023

• 2022 Proxy Season Review: Rule 14a-8 Shareholder Proposals, Sullivan & Cromwell, August 2022
• Boardroom recap: The 2022 proxy season, PwC, October 2022
• A Look Back at the 2022 Proxy Season, Georgeson, October 2022
• 2023 US Proxy and Annual Reporting Season, Mayer Brown, October 2022

II. Hedge Fund Activism

A. Review of 2022 Proxy Season and What to Expect in 2023

• H1 2022 Review of Shareholder Activism, Lazard, July 2022
• Activists face an uphill battle, Insightia, October 2022
• Shareholder Activism in 2022, Schulte Roth & Zabel, October 2022
• Perspectives on the Current Activism Landscape, Sidley Austin, October 2022

B. Universal Proxy

• Welcoming the Universal Proxy, Sidley Austin, August 2022
• ISS Provides Guidance on the Universal Proxy Card, Sidley Austin, August 2022
• How Continuous Voting with UPC Will Change Proxy Contests, TAI, August 2022
• Universal Proxy Rules: Roadmap for Annual Meetings, Olshan, September 2022

III. Current Issues in Engagement Between Investors and Issuers

A. Climate Engagement

• Policy Insights: Say on Climate, Vanguard, June 2022
• How Issuers and Investors Can Find Common Ground on ESG, BNY Mellon, July 2022
• Making it Plain: SSGA Asset Stewardship Approach, State Street Global Advisors, October 2022

B. Pass-through Voting

• Expanding Proxy Voting Choice, BlackRock, October 2021
• Letters to CEOs, BlackRock, January 2022

IV. Executive Compensation

A. The 2022 Proxy Season: Reflections on the Season and What to Expect in 2023

• 2022 Proxy Season Review: Say-On-Pay and Executive Compensation Plan Voting, Sullivan & Cromwell, September 2022
• CEO Pay Proporsals Face Growing Investor Dissaproval, ISS, June 2022
• What Do Elevated Shareholder Expectations Mean for Large Company Boards and Compensation Programs?, Semler Brossy, July 2022
• The Current Landscape in Executive Compensation as Reflected in the 2022 Proxy Season, Pay Governance, October 2022
• Assessing the Executive Pay Landscape Ahead of 2023, Equilar, October 2022

B. SEC Final Rule on Pay v. Performance

• Statement by Chair Gensler on Final Rule Regarding Pay Versus Performance, SEC, August 2022
• “Pay Versus Performance” Rule Increase Disclosure Obligations for Public Firms, Freshfields, September 2022
• How the SEC’s Executive Compensation Disclosure Rule Could Impact the 2023 Proxy Season, Teneo, October 2022

C. Incorporating ESG Targets

• ESG + Incentives 2022 Report, Semler Brossy, August 2022
• Paying Well By Paying for Good, PwC, June 2022
• The Perils and Questionable Promise of ESG-Based Compensation, Bebchuk and Tallarita, March 2022

V. Current ESG Issues

A. The Ongoing Debate on the SEC Climate Disclosure Proposal

• Climate Disclosures: Not Quite as Easy as (Scope) 1-2-3, Morningstar, August 2022
• SEC Climate Disclosure Comments Reveal Diversity of Views, ISS, August 2022
• Energy Industry Reacts to SEC Proposed Rules on Climate Change, Gibson, September 2022

B. Current Diversity and Inclusion Issues

• Women in the Boardroom: Update, Deloitte, May 2022
• DEI Initiatives under Attack by Activists, Orrick, October 2022
• Combatting Racial Inequity: A Two-Year Retrospective, Wachtell Lipton, July 2022
• Racial Rhetoric or Reality? Cautious Optimism on the Link Between Corporate #BLM Speech and Behavior, Fairfax, October 2022

C. “Anti-Woke” Backlash

• The ESG Fiduciary Gap, Strive Asset Management, October 2022
• State Legislation Targets Company Policies on ESG, Cooley, September 2022
• State Regulation of ESG Investment Decision-making by Public Retirement Plans: An Updated Survey, Ropes & Gray, October 2022

VI. Evolving Changes in Governing Rules

A. Exclusion of shareholder proposals (SEC proposed rule 14a-b)

• Statement by Chair Gensler on Proposed Amendments to Rule 14a-8, SEC, July 2022
• Statement by Commissioner Peirce on Proposed Amendments to Rule 14a-8, SEC, July 2022
• SEC Proposes Narrowing Grounds for Excluding Shareholder Proposals, Shearman & Sterling, August 2022

B. SEC rule on Regulating Proxy Advisors

• Statement by Chair Gensler on Adoption of Amendments to the Rules Governing Proxy Voting Advice, SEC, July 2022
• Statement by Commissioner Peirce on Adoption of Amendments to the Rules Governing Proxy Voting Advice, SEC, July 2021
• Regulatory Instability for Proxy Advisory Firms, Wachtell Lipton, July 2022

C. Delaware Permission for Executive Exculpation Provisions

• DGCL Amendment Merits Amending Charters and Engagement with Institutional Shareholders, Freshfields, September 2022
• Delaware Approves Permitting Exculpation of Officers from Personal Liability, Wachtell Lipton, August 2022