Proxy Season Preparedness Guide

Faegre Baker Daniels' public companies team keeps our eye on developments and trends affecting the year-end process and annual meeting season for public companies. Our 2018 reference guide identifies key area best practices to keep your company on track this proxy season.

Prepare for New SEC and Accounting Rules and Tax Reform

• Confirm hyperlink of exhibits in many SEC filings. 
• Finalize work on pay ratio disclosure rules that will be required in most 2018 proxy statements.
• Consider impact of tax reform changes on executive compensation plans and arrangements. 
• Consider impact of upcoming changes to accounting principles and auditor reports. 
• Look ahead to possible rule changes designed to promote disclosure modernization and effectiveness. 

Update Annual Processes and Disclosures

• Conduct annual review of SEC comments and peer company disclosures to identify potential changes to disclosure practices. 
• Assess risk factor changes and other disclosures related to tax reform and other regulatory developments. 
• Evaluate merits of additional disclosures required to environmental and social issues. 
• Ensure that IR/governance website information is current.

Anticipate Governance Topics

• Assess impact of SEC's new staff legal bulletin (SLB 14I) on shareholder proposals received, including proposals submitted by proxy and additional arguments for excluding proposals as "ordinary business." 
• Consider issues related to holding shareholder meetings virtually. 
• Evaluate board oversight of key risk areas, including cybersecurity. 
• Discuss board member qualifications, diversity, refreshment and evaluation developments. 
• Consider impact of pending changes to ISS and Glass Lewis policies. 
• Review prior year proxy advisory firm reports on proxy statement to assess areas of vulnerability.