Proxy Advisory Archives - Clermont Partners

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What to Expect From the 2022 Proxy Season

Proxy Advisory

The COVID-19 pandemic has brought about significant systemic change in society, and shareholder activism is no exception. Investor scrutiny has grown in a variety of corporate governance topics, especially those involving employee health and executive compensation. Similarly, investors are honing...

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Check Your Proxy Twice - 6 Topics That Should Be on Every Company’s Disclosure List in 2022

Proxy Advisory

Tis the season—the 2022 proxy season, that is. As your company gets its Form DEF 14A ready for the new year, it should come as no surprise that ESG will continue to be a hot topic for disclosure. Indeed, ESG-related...

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Show Your Colors: Shareholders Want More Diversity Disclosure - And For Good Reason

ESG Communication

As requirements on diversity disclosure become more standardized, investors want to know how companies are integrating this sustainability factor in their strategies. And they are treating a lack of disclosure on gender and ethnic diversity as risk. Specifically, investors are...

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5 Mistakes to Avoid in your CD&A Before you File your Proxy Statement

Proxy Advisory

With the deadline for calendar-year companies to file proxy statements fast approaching, now is a good time to review investors’ and proxy advisors’ expectations. Many institutional investors have made it clear they expect changes in executive compensation programs due to...

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Show Me the Money: Navigating the New Transparency Requirements For Corporate Political Contributions

ESG Communication

It has been about two weeks since the riot at the Capitol Building in Washington, D.C. captured news headlines around the world. While the aftermath and consequences of the events that took place in the nation’s capital are largely still...

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Grey Is The New Black

ESG Communication

Take Advantage of the SEC’s ‘Wiggle Room’ to Build High-Impact Human Capital Disclosure In August, after years of pressure from large investors, the SEC revised the Reg S-K disclosure requirements to “modernize” the descriptions of business, legal proceedings, and risk...

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Making BlackRock’s “Nice List” Just Got A Lot More Challenging

General

BlackRock Investment Stewardship (BIS) released its 2021 Stewardship Expectations a bit earlier than anticipated, which may prove to be a useful gift for companies that need a jump on making the changes investors are expecting to see in the new...

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Better Not Cry: Reasonable Executive Compensation Changes May Be Tolerated. But Crocodile Tears Won’t Be.

COVID-19

In “normal” years, executive compensation plans rely upon metrics like sales and profit to determine short-term remuneration. However, 2020 has been anything but normal. With COVID-19 spreading like wildfire around the globe, everything from sports to the presidential election has...

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The 3 Biggest Virtual Meeting Missteps of 2020 – And How to Avoid Them in 2021

Proxy Advisory

During the infamous spring of 2020, the U.S. annual shareholder meetings seasons opened up right as concerns about the coronavirus peaked, coinciding with government-imposed lockdowns and shelter-in-place orders. Executives of publicly-listed corporations had to scramble to rethink how to conduct...

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What the New SEC Proxy Rules Mean

Proxy Advisory

On July 22, 2020, the Securities and Exchange Commission (SEC) published an important new rule[1] that affects proxy advisors and ratings agencies. Companies that provide proxy advice (primarily ISS and Glass Lewis) will now need to (1) make specific company...

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Amending Board Committee Charters to Prevent Director No Votes

Proxy Advisory

Directors play a significant role as fiduciaries in overseeing ESG risk, and investors are increasingly interested in understanding how companies define this responsibility through Board structures and committee charters. Many large institutional investors gave issuers notice this year that from...

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ESG Investor Communications: Tying KPI’s to Your ESG Program

ESG Communication

With increased environmental and social disclosures in an environment that lacks standardization, investors must decipher between a robust ESG program and one that markets an image of environmental and social responsibility. Greenwashing is the corporate practice of spending more time...

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