The Proxy Season Field Guide – 10th Edition

The 2023 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation, corporate governance and ESG and human capital disclosures. This Proxy Season Field Guide provides you with an overview of recent legislative, regulatory and shareholder developments, and provides guidance on how these developments will impact you in the 2023 proxy season.

The SEC and the stock exchanges have adopted new rules and standards to implement the requirements of the Dodd-Frank Act discussed above. Most of the key provisions of the Dodd-Frank Act that are in place for the 2023 proxy season have shaped disclosure and engagement practices over the past decade and will shape the 2023 proxy season and beyond. The changes include:

• Significant amendments to the description of business, risk factors, legal proceedings, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and financial disclosure requirements.
• Provisions that will facilitate the regulation of proxy voting advice provided by proxy advisory firms.
• Amendments to Rule 14a-8, the shareholder proposal rule, which increase submission and resubmission thresholds and introduce certain procedural safeguards.
• Amendments to the proxy rules to mandate the use of a universal proxy card in contested director elections.
• New SEC “pay versus performance” disclosure requirements.
• Anticipated SEC climate disclosure rules.

The 2023 proxy season will continue to present challenges for issuers as they seek to obtain strong support for their Say-on-Pay votes, while at the same time remaining attentive to ongoing shareholder concerns regarding corporate governance, board oversight, executive compensation and ESG/sustainability practices and disclosures.

This 10th Edition of the Proxy Season Field Guide will provide you with the resources necessary to successfully navigate the proxy season.

See Appendix A for a Compliance Checklist, Schedule 14A, For an Annual Meeting of Stockholders, updated February 2023.

See Appendix B for an Annotated Model Directors and Officers Questionnaire.