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

Governing to Make ESG Disclosures Fun and Profitable (Blog) Overview of Major Board Diversity Requirements (Director FAQ) Guidance on Diversity Disclosures and Practices (State Street) Proxy Best Practices (Broadridge) Guide to Effective Proxies (DFIN) Board-Employee Interaction Disclosure on Policies and Practices (CII-REF) Board Evaluation Disclosure (CII-REF) Best Practices in Board Matrices (Office of the NYC Comptroller)

Prepare your Board for Engagement

A Mid-Season Look at 2022 Shareholder Proposals (Blog) How to Prepare for a Breakup Attempt (Blog) Are You Prepared for a Shareholder Activism Campaign? (Blog) Universal Proxy Rules for Director Elections (SEC Fact Sheet) Universal Proxy: A Small Entity Compliance Guide (SEC Guide) Board's Guide to Trust—Building Trust With Institutional Investors Engagement Is More Imperative Than Ever (Article) Best Practices in Shareholder Activism (Advisory Council Brief) Preparing the Board for Shareholder Activism (Director Essentials) Regulation Fair Disclosure (FAQ)

Understand Investor 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

Increasing Trust With Investors on Cybersecurity Requires Communication (Blog) One-Two Punch: The Powerful Forces of ESG and Activism (Blog) SEC Approves New Nasdaq Rule on Board Diversity Disclosures (Blog) Governance Challenges 2022: Climate Governance NACD Blue Ribbon Commission Report: 2020 Update of the Diverse Board Moving From Interest to Action BlackRock's Approach to Engagement on Long-Term Strategy, Purpose, and Culture (BlackRock) Sample Proxy-Access Proposal

Events

NACD Summit

Prepare for Proxy Season

Advance Notice Bylaws: A Brief History and Four Recommendations What the Universal Proxy Card Means for Directors With SEC Green Light, Bold Social Resolutions Will Dominate the 2022 Proxy Season (Blog) 2022 Proxy Season Preview (Nuveen) The Proxy Season Field Guide (DFIN) ISS 2022 Proxy Voting Guidelines Glass Lewis 2022 Policy Guidelines 2022 Governance Outlook: Projections on Emerging Board Matters Anti-Takeover Defenses (Director FAQ) Preparing for Proxy Season (Director Essentials Series) The Role of Proxy Advisory Firms (Director FAQ)

Videos and Webinars

Governing Through Regulatory Activism (Webinar) ESG Stakeholder Communication Strategy (Webinar) Human Capital Management Disclosure: Lessons Learned and Future Approaches (Webinar)