This 12th Edition Proxy Season Field Guide provides you with an overview of recent legislative, regulatory and shareholder developments, and provides guidance on how these developments will impact you in the 2025 proxy season.

Proxy Season Field Guide 12th Edition

Navigate the 2025 Proxy Season with Confidence

The 2025 proxy season is marked by increased shareholder activism and a focus on compensation and corporate governance disclosures. Our 12th Edition Proxy Season Field Guide offers a comprehensive overview of recent legislative, regulatory, and shareholder developments, and how they will impact you.

Key Changes:

Amendments to business descriptions, risk factors, legal proceedings, MD&A, and financial disclosures.
New regulations for proxy voting advice.
Updates to Rule 14a-8, increasing submission thresholds and procedural safeguards.
Mandatory use of a universal proxy card in contested director elections.
Disclosure requirements linking executive compensation to performance.
Listing standards for recovering erroneously awarded incentive compensation.

Issuers will face challenges in securing support for Say-on-Pay votes while addressing shareholder concerns on corporate governance, ESG, and executive compensation.

Resources Included:

Compliance Checklist (Appendix A)
Annotated Model Directors and Officers Questionnaire (Appendix B)

Prepare for the 2025 proxy season with our essential guide.

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