March 2024 Roundtable

I. Towards the 2024 Proxy Season

• 2024 U.S. Proxy Season: Proxy Voting, Governance, and ESG Matters, Mayer Brown LLP, October 2023
• Seven Key Trends in ESG for 2023—and What to Expect in 2024, Simpson Thacher & Bartlett LLP, January 2024
• ISS and Glass Lewis Proxy Voting Policy Updates for the 2024 Proxy Season, Sidley Austin LLP, February 2024

II. Current Issues in Engagement between Investors and Issuers

A. Pass-through Voting

• Technology Advances Facilitate Pass-Through Voting, Institutional Shareholder Services, February 2024

B. Exxon Proxy Suit

• Exxon proxy suit highlights divide between ESG investing and activism, Ropes & Gray LLP, February 2024
• Rebellion extinction: Does Exxon mark the end of shareholder engagement? Tumelo, February 2024

C. Nomination Neutrality

• Oregon State Treasury Nomination Neutrality, Oregon State Treasury, February 2024

D. SEC Amendments to Form N-PX

• Additional Proxy Vote Disclosure is Coming for the 2024 Proxy Season, Glass, Lewis & Co, February 2024

III. Climate Disclosure

• SEC set to adopt climate disclosure rules on March 6, Ropes & Gray LLP, March 2024
• 2023 Climate Disclosures in the Russell 3000 and S&P 500, The Conference Board, December 5, 2023
• The California climate disclosure laws, SEC’s proposed climate-related disclosure rule and the CSRD: What U.S. companies need to do now to comply, Davis Polk & Wardwell LLP, February 2024
• The California Effect: Visionary Climate Disclosure Laws Will Have FarReaching Impact, Milbank LLP, November 2023
• CSRD Compliance: A Stitch in Time Will Save Nine, FTI Consulting, January 2024

IV. ESG

A. ESG Shareholder Proposals

• Which ESG proposals won the favor of investors? Diligent Market Intelligence, November 2023
• Proxy Voting Insights: Key ESG Resolutions, Morningstar, October 2023
• Voting on ESG: Ever-Widening Differences, Morningstar, February 2024

B. ESG Backlash

• A Review of the 2023 Proxy Season: An E&S Backlash? Shearman & Sterling LLP, December 2023
• The Developing Litigation Risks from the ESG Backlash in the United States, Dechert LLP, July 2023

V. Compensation

• The 2023 Say on Pay Season – Outcomes and Observations, Pay Governance LLP, October 2023
• Compensation Season 2024, Wachtell, Lipton, Rosen & Katz, January 2024
• A New Season for Executive Compensation Disclosure, Cleary Gottlieb Steen & Hamilton LLP, February 2024
• S&P 500 CEO Compensation Increase Trends, Pay Governance LLC, February 2024
• Delaware Court of Chancery Invalidates Elon Musk’s $55.8 Billion Equity Compensation Package, Gibson, Dunn & Crutcher LLP, February 2024
• The State of ESG Goal-Setting, Semler Brossy LLC, November 2023

VI. Activism

A. In General

• Annual Review of Shareholder Activism 2023, Lazard, January 2024
• 2024 Proxy Season Trends: Zenith or Nadir? Innisfree M&A, February 2024
• Summary of activism in 2023 and a preview of activism in 2024, Olshan Frome Wolosky LLP, February 2024
• Outlook for M&A and Shareholder Activism in 2024, Cleary Gottlieb Steen & Hamilton LLP, February 2024

B. Universal Proxy

• Shareholder Activism: Lessons from the First Season of Universal Proxy, Kirkland & Ellis LLP, July 2023
• 8 Hot Topics in Activism in 2024, Latham & Watkins LLP, February 2024

C. Other Issues in Activism

• Directors: Take Activist Threats to Your Reputation with a Grain of Salt, Edelman Smithfield, October 2023
• Activist Settlements: Fiduciary Questions for Boards, Milbank LLP, on Monday, September 2023
• Market Changes and the Emergence of New Players Are Impacting Activism, Skadden, Arps, Slate, Meagher & Flom LLP, July 2023

VII. DEI

• Shareholders Pose Growing Risks to Companies’ DEI Initiatives, Jenner & Block LLP, November 2023
• What’s Next for Diversity Shareholder Proposals, Fenwick & West LLP, October 2023
• 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
• Corporate Board Diversity: A Comment from Thirty Percent Coalition, Thirty Percent Coalition, December 2023