Shareholder Engagement Resource Center

Today’s shareholders expect direct engagement with boards, and directors must rise to this challenge. This resource center contains material useful for developing appropriate protocols for board-shareholder communications and promoting effective relationships with investors. All resources are from NACD unless otherwise indicated.

Effectively Communicate Through Disclosure

SEC Issues Changes to Regulation S-K SEC Investor Advisory Committee Recommendations - 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) Bank Adds LGBTQ to Diversity Description in Proxy

Prepare your Board for Engagement

A Mid-Season Look at 2022 Shareholder Proposals Are You Prepared for a Shareholder Activism Campaign? (Blog) How to Prepare for a Breakup Attempt (Blog) Universal Proxy Rules for Director Elections (SEC Fact Sheet) Universal Proxies: A Small Entities Compliance Guide (SEC Guide) Board’s Guide to Trust—Building Trust With Institutional Investors (Guide) Best Practices in Shareholder Activism (Advisory Council Brief) What is Your Company’s Engagement Strategy? (Article) Director-Shareholder Engagement Guidebook (Post - Harvard Law School Forum on Corporate Governance) Preparing the Board for Shareholder Activism (Director's Essentials Series) Regulation Fair Disclosure (FAQ)

Understand Investors and Pension Funds’ Priorities

Top Proxy Issues 2022 (PJT Camberview Infographic) BlackRock 2022 Annual Letter to CEOs (Letter) Commentary on BlackRock 2022 Annual Letter to CEOs (Blog) Investor Engagement During COVID-19 Institutional Investors’ Overboarding Policies for Directors (Post - Harvard Law School Forum on Corporate Governance) The Role of Proxy Advisory Firms (FAQ) CalPERS Engagement (Policy) CalSTRS Engagement (Policy T. Rowe Price Engagement (Policy)

Topic-Driven Engagement

One-Two Punch: The Powerful Forces of ESG and Activism Are Universal Proxies in the Cards for 2022? Investors Have Spoken: What Can We Learn About ESG from the 2021 Proxy Season? BlackRock's Approach to Engagement on Long-Term Strategy, Purpose, and Culture Trust in CEO and Corporation’s Actions Talking About Climate Change to Get Investors to Listen Discussing Boardroom Diversity with Major Shareholders Engaging with Investors on Oversight of Long-Term Strategy Sample Proxy-Access Proposal

Events

Director Professionalism® Master Class NACD Summit

Prepare for Proxy Season

With SEC Green Light, Bold Social Resolutions Will Dominate the 2022 Proxy Season Rules of Proxy Engagement Get Tested, Reshaped Lessons From the Future—The First Contested Virtual Annual Meeting (Harvard Law School Forum on Corporate Governance) 2020 Proxy Season Preview (Nuveen) ISS 2020 Proxy Voting Guidelines An Overview of the Glass Lewis Approach to Proxy Advice (Glass Lewis) 2020 Governance Outlook: Projections on Emerging Board Matters Director FAQ: The Role of Proxy Advisory Firms

Videos and Webinars

ESG & Cybersecurity: How Boards Can Respond to Investor Concerns