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Proxy Advisory Leverage expertise and research to provide enhance proxy disclosures.

The purpose behind improving the disclosures within the proxy is to elevate shareholder communications. At Clermont Partners, we use a research-driven and targeted approach to develop and update sections within the proxy. As investor expectations evolve, we ensure policies and topics within the proxy are updated to optimize the information for shareholders.

Compensation Advisory

We offer counsel on executive compensation disclosure with a comprehensive review of the Compensation Discussion and Analysis (CD&A) to ensure current practices align with investor expectations and pay-for-performance evaluations. Our team conducts an in-depth review of executive compensation disclosure in the proxy, including executive compensation tables, incentive plan design, peer benchmarking, metric selection rationale, and executive employment agreements. We provide compensation advisory clients with targeted research, investor expertise, proxy advisor insight, and benchmarking data to support the final proxy disclosure and strategic shareholder engagement moving forward. Strategic compensation advisory services include:

  • Recovering from low shareholder support or a failed Say-on-Pay outcome.
  • Intervening with dissident stakeholders, shareholder proponents, and activist investors after a negative Say-on-Pay vote recommendation.
  • Providing compensation research, data, and proxy disclosures for CEO transitions, M&A, and post-IPO program development.
  • Developing an in-depth annual shareholder engagement program including shareholder base analysis, investor perception studies on critical areas in the compensation outreach strategy, and proxy disclosure.
  • Reviewing stock ownership guidelines, clawback policy, and anti-hedging policy, CEO pay ratio disclosure, and proposal language.
  • Board compensation benchmarking, peer selection, and compensation oversight disclosure.

 

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Strategic Shareholder Advisory

We leverage strategic shareholder relations data and insights to provide research-based strategic shareholder advisory services. Through Shareholder Base Analyses and N-PX data, we will provide a comprehensive overview of how your investors vote on specific ballot items and identify shareholder activism vulnerabilities. Beyond annual meeting preparation, we help clients build constructive relationships with investors through an initial thorough shareholder engagement program review, followed by custom program development. Strategic shareholder advisory services include:

  • Performing a shareholder activism vulnerability assessment, and developing defense, strategic communications, and mitigation.
  • Implementing crisis management.
  • Building shareholder engagement policies and protocols creation for the Board.
  • Expanding investor engagement to proxy committees and voting groups from largest holders.
  • Building outreach program outside of quarterly earnings calls and annual shareholder meetings.

Reviewing proxy disclosure on Board philosophy/approach to shareholder engagement, Board values, and the Board’s role in the engagement process.

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Governance Advisory

Investors are increasingly scrutinizing Board accountability, responsiveness, oversight, shareholder engagement, and transparency. We work with clients to support Boards and management with the annual shareholder engagement process, Board and committee meetings preparation, and inclusion of summary data in investor presentations, to ensure the company has a robust and strategic narrative to communicate to investors at the end of the fiscal year. Governance advisory services support a range of issues including:

  • Board composition and structure
  • Director elections in contested elections, vote-no campaigns
  • Board evaluations and disclosure
  • Proxy contests/proxy access
  • Anti-hedging/pledging policies
  • Charter and bylaw amendments
  • Shareholder proposals and activism

ESG Proxy Advisory

Investors are increasing E&S transparency expectations in the proxy, while the SEC is increasing its recommended disclosures in these areas as well. Clermont Partners works with clients to develop and implement a program, write policies, and update the proxy with critical E&S information that is easily digestible for all stakeholders.

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