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

2020 Governance Outlook: Projections on Emerging Board Matters 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 Blue Ribbon Commission Report: An Urgent Imperative for Board Leadership Five Takeaways from the 2019 Proxy Season (EY) Proxy Season 2019: What’s on the Horizon for Boards Investor Perspectives: Critical Issues for Board Focus in 2018

Investor Proposals, Proxy Advisors, SEC Commentary Letters

BlackRock Investment Stewardship Fidelity Proxy Voting Guidelines Proposed Benchmark Policy Changes for 2020 (ISS) An Overview of the Glass Lewis Approach to Proxy Advice (Glass Lewis) An Early Look at 2019 US Shareholder Proposals (Harvard Law School Forum on Corporate Governance) SEC Announcement Regarding Rule 14a-8 No-Action Requests SEC Guidance for Investment Advisers and Proxy Advisory Firms (Harvard Law School Forum on Corporate Governance) 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                                

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