2023 Proxy Disclosure & 20th Annual Executive Compensation Conferences

Companies of all sizes have been forced to grapple with record numbers of shareholder proposals in recent years – not just being submitted, but going to a vote. Because high investor support for shareholder proposals can also signal board weaknesses that result in hedge fund activism in future years, it’s essential to implement a playbook to protect your board in this new environment. Hear what steps you can take to avoid being a “target” for proposals, tips for negotiating with proponents and engaging with other shareholders, and disclosure “do’s” & “don’ts” – including how to craft effective statements in opposition.

Companies that seek Rule 14a-8 no-action relief are currently finding themselves in an uphill battle – and keeping shareholder proposals out of the proxy statement may become even more challenging if the SEC adopts pending amendments to the shareholder proposal rule. Join this session for practical steps you can take to prepare for anticipated Rule 14a-8 amendments and guide your company & board in the current no-action environment.

As we head into a contentious election year filled with polarizing issues, lobbying and political spending activities will be in the spotlight like never before – and that includes involvement with trade associations. Gone are the days of low-risk donations of roughly equal amounts to two major parties and a handful of industry groups. Investors, employees, business partners, consumers & the media are looking for transparency as well as alignment with stated company values. Join our expert panelists for practical takeaways for this new era of tighter board oversight – including what companies of all sizes need to do on policies, governance, controls & disclosures.

As you face down the possibility of prescriptive SEC requirements for “human capital management” disclosure, investors and the SEC Enforcement Division are already expecting more detail – and despite the challenges in gathering this data, the disclosure has to be accurate. Learn the risks & benefits of enhancing your disclosure, current trends & expectations, and what you need to be doing on your governance and controls.

Insiders – and their advisors – are continuing to grapple with fallout from the SEC’s amendments to the Rule 10b5-1 safe harbor – while also preparing for major changes to the way corporate stock repurchases are conducted & disclosed. Join these experts to hear “lessons learned” and evolving practices on both of these topics – with practical takeaways on what you should do now.

The SEC’s final cybersecurity rules will require new real-time and periodic reporting – and most companies need to start complying later this year. Hear whether the rules will require you to change the way you analyze cybersecurity incidents, what you will need to disclose about cyber risk oversight and material incidents, recommended governance and process improvements, and how corporate secretaries and GCs can best work with experts and across departments to protect sensitive information before and after an incident.

The SEC’s game-changing climate disclosure rules will require significant overhauls to your Form 10-K, internal processes and resources. Hear practical steps you need to take right now to prepare for mandatory emissions and climate risk reporting – and the new risks that mandatory disclosure creates for you, your company and your board.

Our “SEC All-Stars” have decades of experience with the inner workings of the Commission. In this panel discussion, these former Staffers will share their practical insights on today’s most pressing executive compensation issues – and answer your burning questions.

In this panel, leading compensation consultants share their views on hot topics for compensation committees and executive pay. Walk away with a better understanding of compensation trends, considerations for your 2024 executive compensation program and disclosure best practices for your proxy!

The SEC’s new pay versus performance rules are one of the most significant disclosure changes to executive compensation in the past decade, and companies had to act immediately to prepare the new disclosures for 2023 proxy statements.

Tune in to this panel to hear “lessons learned” from the first season of pay versus performance disclosures – including key challenges – and what you need to do in Year 2.

Anyone who advises compensation committees and boards on pay decisions and governance risks, is involved with shareholder engagement or managing reputational issues, drafts or reviews proxy disclosures, or documents pay decisions and agreements should attend this session.

The SEC’s final Dodd-Frank clawback rules – 12 years in the making – were finally adopted in late 2022, just as the DOJ also announced an increased focus on clawback policies & corporate enforcement, and the SEC’s Enforcement Division aggressively pursued a series of Sarbanes-Oxley clawbacks.

This panel of experts will inform you of the most common approach to the new Dodd-Frank requirement, what processes you need for your new policy – as well as the current enforcement environment – and landmines to avoid as you proceed with implementation & disclosure.

Anyone who advises compensation committees and boards on clawback policies and governance risks, participates in shareholder engagement or managing reputational issues, is involved with financial reporting and restatement decisions, drafts or reviews proxy disclosures, or documents pay decisions and agreements should attend this session.

Nearly 70% of S&P 500 companies now include ESG metrics in executive compensation plans – with some companies also beginning to tie employee compensation to ESG performance. Yet, investors are dissatisfied with these metrics’ quality & transparency. Now is the time to move beyond the basics. This panel of experts will share strategies & steps for overcoming ESG complexities. Learn how to integrate & communicate ESG metrics, so that your stakeholders see that they are tied to strategic priorities – and are understandable, measurable & actionable.

With many investors using ISS and Glass Lewis recommendations as a factor in voting decisions, this session is critical for anyone advising boards or compensation committees on executive compensation decisions, participating in shareholder and proxy advisor engagement processes, or working on documentation and disclosures.

Prepare for issues that could affect 2024 support for your say-on-pay and equity plan resolutions – as well as compensation committee elections – including key policy changes, disclosure do’s & don’ts, tips for engaging with proxy advisors, and more.