The 2025 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance 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 2025 proxy season.
In the past few years, the SEC adopted numerous rules and rule amendments that will shape the 2025 proxy season and proxy seasons to come. 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 addressing 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, as well as new guidance issued on February 12, 2025 that will significantly impact the approach of the staff of the SEC (the “Staff”) in reviewing no-action requests
- Amendments to the proxy rules to mandate the use of a universal proxy card in contested director elections
- Amendments to Item 402 of Regulation S-K that require disclosure of the relationship between executive compensation actually paid and various measures of performance
- A rule directing the national securities exchanges to adopt listing standards that require the recovery of incentive compensation that has been erroneously awarded in the event of a restatement
The 2025 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, ESG matters and executive compensation.
This 12th Edition Proxy Season Field Guide will provide you with the resources necessary to successfully navigate the 2025 proxy season.
See Appendix A for a Compliance Checklist, Schedule 14A, for an Annual Meeting of Stockholders, updated February 2025. See Appendix B for an Annotated Model Directors and Officers Questionnaire.
