Preparing for proxy season: 15 tips and reminders for in-house teams

Cooley will be hosting two webinars in December 2024 and January 2025 to help companies prepare for the upcoming proxy season: 

• Hot governance and engagement proxy tips you need to know, on December 12, featuring Cooley partner Beth Sasfai, special counsel Michael Mencher, corporate governance senior strategic advisor Broc Romanek, and co-founder and CEO of Proxy Analytics Steve Pantina. 

• Proxy season preview (including ISS and Glass Lewis policy updates), on January 15, 2025, featuring Cooley partners Ali Murata and Brad Goldberg, along with Compensia principal Mark Borges. 

In advance of these webinars, our compensation and benefits, governance and ESG teams put together a list of 15 key reminders for general counsel and in-house teams to consider as they ramp up for proxy season. 

1. Brush up on proxy advisor and investor policies  

Pay attention to proxy advisor and investor policies, including upcoming updates, but distinguish between general recommendations and policies with voting implications. These policies highlight which practices may impact voting recommendations and decisions but also indicate areas where proxy disclosure can be impactful, especially around executive compensation. In many cases, discovering that a company practice is misaligned with a voting policy is not a death sentence and, even at this stage, companies can craft disclosure and engagement strategies to compensate.  

2. Remember to overlay independence standards 

Don’t forget that ISS and Glass Lewis have their own independence definitions, which include numerous and more detailed trip wires than listing exchange standards.  

3. Start now on compensation disclosure 

If you have not already started working on your compensation disclosure, initiate that process now – and establish a timeline that affords sufficient time for reflection, drafting and revisions. 

4. Considering adding new workstreams 

Make sure to consider the need for additional workstreams, either because of recent compensation disclosure developments – for instance, option grant timing and application of clawback policies – or because of a change in reporting status, such as loss of emerging growth or smaller reporting company status or adoption of new types of plans. 

5. Pay attention to investor feedback 

Review results of engagement discussions when planning proxy disclosures. This often gives you much more useful information than formal policies. 

6. Begin with your weak points  

Anticipate your weaknesses so that they can be addressed in a positive manner. Among other things, review your prior year’s proxy advisor reports to identify areas of historical concern – and consider whether additional shareholder engagement is warranted or would be helpful at this point. It’s not too late to start if there has not yet been any engagement. 

7. Respond to last year’s issues 

Consider adding shareholder engagement and responsiveness disclosure to your proxy, especially if you received low support for management proposals last year or a shareholder proposal received significant support. 

8. Engage with your compensation committee 

Consult the compensation committee chair to see if there are any points they will want to see emphasized in the compensation disclosure. 

9. Reflect bylaw and governance guidelines amendments 

If you amended your bylaws or governance guidelines since the last proxy – either to address the universal proxy rules or in response to recent Delaware litigation or plaintiffs’ demands – confirm that the description of your advance notice requirements and other bylaw provisions and governance guidelines are up to date in the proxy statement. 

10. Consider additional proposals or a preliminary proxy  

Consider if additional management proposals will be needed for this year’s meeting – such as equity plan amendments or changes to governance documents in response to a successful prior-year shareholder proposal – and determine if any will require the filing of a preliminary proxy under Rule 14a-6. 

11. Talk about board composition and address any concerns 

If you have board composition vulnerabilities related to diversity, independence, overboarding or tenure – or if you have received investor pressure on refreshment – consider adding proxy disclosure regarding director skills and recruitment, as well as evaluation of time commitments and tenure.  

12. Review proxy maturation strategies 

Trying to keep up with the Dow Joneses? Consider how your pacing peers have evolved their proxy governance disclosure as they’ve matured, particularly the addition of polished overviews of governance practices, engagement, leadership structures and board composition. 

13. Find the right place for ESG disclosures 

Review any proxy ESG disclosures included in the past and consider whether these disclosures are appropriate for your proxy, or if some material should be moved to a website or ESG report.  

14. Focus on risk oversight 

Do you have disclosure of board and management oversight of key risk and strategic areas? Remember that proxy advisors and investors have policies emphasizing the importance of oversight of matters such as cyber, climate or emerging technologies. 

15. Have a post-meeting gameplan 

Plan for after the meeting, including a board session to review the results of the meeting and proxy season more broadly. If you expect negative outcomes, prepare your senior management and the board, then develop a response strategy.