Preparing for Proxy Season

Preparing for Proxy Season

This resource center is a repository for all NACD content related to the upcoming proxy season, containing practical guidance, tools, and analyses tailored to interested parties. For materials on shareholder engagement, please see NACD’s Resource Center on Board-Shareholder Engagement.

Understand and Identify Proxy Season Trends

Lessons From the Future—The First Contested Virtual Annual Meeting (Harvard Law School on Corporate Governance) 2020 Proxy Season Preview (Nuveen) 2020 Proxy Season: What Boards Should Know 2020 Governance Outlook: Projections on Emerging Board Matters Boardroom Accountability Project 3.0 (NYC Comptroller) Fall 2019: ESG Disclosure in the Proxy Statements Report Virtual Shareholder Meetings in the U.S. (Harvard Law School Forum on Corporate Governance) 2020 Proxy and Annual Report Season (Harvard Law School Forum on Corporate Governance) Report of the NACD Blue Ribbon Commission, Fit for the Future: An Urgent Imperative for Board Leadership

Investor Proposals, Proxy Advisors, SEC Commentary Letters

Institutional Investors' Overboarding Policies for Directors T.Rowe Price Proxy Voting Guidelines BlackRock Proxy Voting Guidelines Fidelity Proxy Voting Guidelines ISS 2020 Proxy Voting Guidelines An Overview of the Glass Lewis Approach to Proxy Advice (Glass Lewis) Proxy Voting Guidelines for U.S. Portfolio Companies (Vanguard) Sample Proxy Access Proposal NACD Comments to the SEC on the Proposed Pay-for-Performance Disclosure Rule Director FAQ: The Role of Proxy Advisory Firms Pay for Performance and Supplemental Definitions

Effectively Communicate Through Disclosure                                

Recommendation from the Investor-as-Owner Subcommittee of the SEC Investor Advisory Committee Relating to ESG Disclosure (Harvard Law School Forum on Corporate Governance) Best Practices for a More Powerful Proxy Statement (Broadridge) Guide to Effective Proxies (DFIN) Best Practices in Board Matrices (Office of the NYC Comptroller) Reputational Risk from Plastics 10-K Disclosure (pg. 11) (Pepsi Co.) Prudential’s Interactive Proxy Statement Bank Adds LGBTQ to Diversity Description in Proxy Benchmarks on Board-Shareholder Engagement The CEO Pay Ratio: Data and Perspectives from the 2018 Proxy Season Sample Board Expertise Matrix


Developing Your Pay-For-Performance Disclosure


Director Professionalism® Global Board Leaders’ Summit Master Class