June 2023 Roundtable

I. The 2023 Proxy Season: ESG and Anti ESG Proposals

A. ESG Proposals

• Environmental, Social Policy & Related Corporate Governance Issues in Proxy Season 2023, Sustainable Investments Institute, June 2023
• 2023 Proxy Season: More Proposals, Lower Support, The Conference Board, June 2023
• Mission and Goals of the Racial Justice Initiative, As You Sow, June 2023

B. Anti ESG Shareholder Proposals and Initiatives

• Anti-ESG Shareholder Proposals in 2023, Sustainable Investments Institute, June 2023
• Florida Passes Farthest-Reaching Anti-ESG Law to Date, Simpson Thacher & Bartlett LLP, May 2023
• Public Companies and Politics: How to Co-Exist, Cleary Gottlieb Steen & Hamilton LLP, February 2023
• ESG in 2023: Politics and Polemics, Wachtell Lipton Rosen & Katz LLP, February 2023

II. Hedge Fund Activism

A. The 2023 State of Activism

• Nine Developments and Trends Shaping US Shareholder Activism in 2023, White & Case LLP, May 2023
• The Activism Vulnerability Report – Q4 2022, FTI Consulting, May 2023
• Anticipating Activist Attacks, Wachtell Lipton Rosen & Katz LLP, April 2023
• The Evolving Battlefronts of Shareholder Activism, Tayan, Baker, Larcker, and Zaba, March 2023
• Shareholder Activism: What Investors Seek, Which Companies Are Targeted, and How Stocks Perform, Goldman Sachs, May 2023
• Icahn-Illumina Contest: Board Accountability and the UPC, Schulte Roth & Zabel, June 2023

B. Universal Proxy

• What The First Universal Proxy Card Contests Say About the Future of Activism, Sidley Austin LLP, April 2023
• Activist Wins Another Vote Under Universal Proxy, The Activist Investor, May 2023
• Modernization of Beneficial Ownership Reporting Rule Proposal, Dechert LLP, May 2023

III. Investor Engagement and Priorities

• 2022 Asset Stewardship Report: Engagement and Voting, State Street Global Advisors, May 2023
• Q4 2022 Stewardship Activity Report, State Street Global Advisors, May 2023
• Investment Stewardship 2022 Annual Report, Vanguard, May 2023
• Investment Stewardship Engagement Priorities, BlackRock, March 2023

IV. Current ESG Issues

A. General Developments

• ESG: Trends to Watch in 2023, Simpson Thacher & Bartlett LLP, March 2023
• The SEC Sets Its Sights on ESG, Potomac Law Group, March 2023

B. Diversity and Inclusion

• Diversity and Inclusion—an Investor’s Handbook, AllianceBernstein, May 2023
• Challenges Continue Regarding Expanding Diversity in The Boardroom and C-Suites, Akin, May 2023
• Diversifying the Boardroom: 2022 Disclosures, Fenwick & West LLP, May 2023
• LGBTQ+ Board representation: identifying the barriers to entry, Kozani Capital, April 2023
• Diversity, Equity, and Inclusion, Edmans, Flammer and, Glossner, May 2023
• Racial Diversity Exposure and Firm Responses Following the Murder of George Floyd, Copat, May 2023

C. Lobbying and Political Spending

• Looking Behind the Curtain: Corporate due diligence of political spending essential to protect companies from growing risks, Center for Political Accountability, April 2023
• Proxy-Voting Insights: Voting on Politics, Morningstar, April 2023

V. Executive Compensation

A. CEO Pay, Performance, and Succession Planning

• Pay Versus Performance Disclosure – Findings from the Early S&P 500 Filers. Compensation Advisory Partners, April 2023
• Mid-season proxy season report: say-on-pay results, Semler Brossy, May 2023
• An Early Look at 2023 CEO & CFO Pay Actions, Compensation Advisory Partners, March 2023
• First Look at PvP Disclosure Trends From the 2023 Proxy Season, Equilar, June 2023

B. ESG Goals in Executive Compensation

• Use of Environmental and Social Metrics in Pay at Large U.S. Energy Companies: Trends and Observations, Institutional Shareholder Services, April 2023

VI. Legal And Institutional Developments

A. Exculpation of Officers

• What to Watch for in Proxy Season 2023: Officer Exculpation, Glass Lewis & Co., April 2023
• Officer Exculpation Under Delaware Law—Encouraging Results in Year One, Skadden Arps Meagher & Flom LLP, June 2023

B. Directors’ and Officers’ Accountability

• Chancery Rejects Dismissal of Caremark Claims Against Walmart’s Officers and Directors, Fried, Frank, Harris, Shriver & Jacobson LLP, May 2023
• Corporate Officers Owe the Same Caremark Oversight Duties as Directors, Milbank LLP, May 2023

C. Share Repurchase Disclosure Modernization

• Statement by Chair Gensler on Share Repurchase Disclosure Modernization, Securities and Exchange Commission, May 2023
• Statement by Commissioner Peirce on Share Repurchase Disclosure Modernization, Securities and Exchange Commission, May 2023

D. Clawback

• New NYSE and Nasdaq Clawback Rules Proposed, Compensation Advisory Partners, April 2023