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 2016 reference guide identifies key area best practices to keep your company on track this proxy season.

Prepare for New SEC Rules

  • Prepare a "work plan" for addressing the new pay ratio disclosure rules that will become effective for 2017 compensation and prepare for collateral consequences of pay ratio disclosures.
  • Consider enhancing pay-for-performance disclosures in advance of final rules.
  • Evaluate any current "clawback" policy against the proposed rules to identify potential areas for change when final rules are adopted. 
  • Review investor and SEC initiatives calling for increased transparency around audit committee processes and determine whether to enhance disclosures.

Update Annual Processes and Disclosures

  • Enhance processes to identify related party transactions, which may include requesting additional information in D&O questionnaires.
  • Conduct annual review of SEC comments and peer company disclosures to identify potential changes to disclosure practices. 
  • Ensure that disclosure controls are working effectively and cover all periodic reports, including 8-ks and proxy statements. 
  • Evaluate sufficiency of risk factors and coordinate with process for preparation of forward-looking statement safe harbor language in public disclosures. 
  • Review insider trading policy, blackout periods and covered persons and provide compliance training.
  • Anticipate "hot issues" affecting your company or industry that may affect shareholder support for company proposals and address them proactively in your proxy statement.

Anticipate Governance Topics

  • Consider strategy for responding to shareholder proposals on key governance topics to ensure that directors are educated on the issues and the company is prepared to respond if necessary.
  • Consider voluntary adoption of proxy access and/or whether to have a proxy access bylaw "on the shelf."
  • Evaluate board oversight of key risk areas, including cybersecurity.
  • Consider impact of pending changes to ISS and Glass Lewis policies on "overboarded" directors.
  • Review prior year proxy advisory firm reports on proxy statement to assess areas of vulnerability.
  • Assess practices related to setting director compensation in light of recent cases challenging reasonableness.


Amy C. Seidel
T: +1 612 766 7769

Doug Wright
T: +1 303 607 3671

Christine Long
T: +1 317 569 4887


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