Shareholder Engagement Resource Center

Because today’s shareholders expect direct engagement with boards, boards must determine how to communicate with shareholders. This resource center contains material to develop appropriate protocols for board-shareholder communications and promote effective relationships with investors.

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

Are You Prepared for a Shareholder Activism Campaign? Watch for More Hostile Takeover Attempts in 2021 Board’s Guide to Trust—Building Trust With Institutional Investors Best Practices in Shareholder Activism What is Your Company’s Engagement Strategy? Director-Shareholder Engagement Guidebook (Harvard Law School Forum on Corporate Governance) Director Essentials: Preparing the Board for Shareholder Activism Benchmarking Data on Investor Engagement Board-Shareholder Engagement in the New Investor Environment NACD Director FAQ Memo on Regulation Fair Disclosure Guidelines for Preparing for Discussions with Shareholders

Understand Investors and Pension Funds’ Priorities

Investor Expectations of Board Leaders Investor Engagement During COVID-19 2020 Annual Stewardship Report (BlackRock) Vanguard Investment Stewardship 2020 Report Stewardship Activity Report (State Street Global Advisors) Institutional Investors’ Overboarding Policies for Directors (Harvard Law School Forum on Corporate Governance) The Role of Proxy Advisory Firms Global Corporate Governance Guidelines & Engagement Principles (BlackRock) Engagement Policy (T. Rowe Price) Corporate Governance Overview (CalSTRS) Governance & Sustainability Principles (CalPERS) Corporate Governance Principles (NYC Comptroller's Office)

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