Preparing for Proxy Season

Preparing for Proxy Season

This resource center is a repository for all NACD content related to the upcoming proxy season, containing practical guidance, tools, and analyses tailored to interested parties. For materials on shareholder engagement, please see NACD’s Resource Center on Board-Shareholder Engagement.

Understand and identify proxy season trends

Fall 2019: ESG disclosure in proxy statements report Virtual shareholder meetings in the U.S 2020 proxy and annual report season: Time to get ready—already Preparing for the 2019 proxy season Five takeaways from the 2019 proxy season Proxy season 2019: What’s on the horizon for boards Top governance issues for institutional investors in 2018 2019 governance outlook report NACD blue ribbon commission report: An urgent imperative for board leadership

Investor proposals, proxy advisors, SEC commentary letters

ISS proposed benchmark policy changes for 2020 Glass Lewis' 2019 proxy season guidelines 2019 shareholder proposal trends SEC announcement on Rule 14a-8 no action requests SEC guidance for investment advisers and proxy advisory firms: An analysis State street 2019 proxy voting and engagement guidelines: North America Blackrock's Proxy voting guidelines for U.S. Vanguard funds Proxy voting guidelines for U.S. portfolio companies Fidelity Proxy voting guidelines NACD comments to the SEC on the proposed pay-for-performance disclosure rule NACD perspectives on pay-for-performance and supplemental pay definitions The role of proxy advisory firms A sample proxy access proposal

Effectively communicate through disclosure                                       

Best practices for a more powerful proxy statement Guide to effective proxies NYC pension funds’ 2018 “best practices” in board matrices A sample board expertise matrix to measure skill sets on your board Reputational Risk from Plastics 10-K Disclosure, Pepsi Co, pg.11 Prudential’s interactive proxy allows shareholders to jump to relevant sections quickly Bank Adds LGBTQ to diversity description in proxy Investor engagement proxy disclosure benchmarking The CEO pay ratio: data and perspectives from the 2018 proxy season


Developing your pay-for-performance disclosure


Director Professionalism® Global Board Leaders’ Summit Master Class