1. It’s no surprise that as calendar year-end filers wrap up their annual reports, many have begun focusing on proxy statements big time. Some items of note:
  • Here’s a trick to dig up samples of how some are complying with the new proxy disclosure rules: go here and enter “DEF 14A” (definitive proxy statements) or “PRE 14A” (preliminary proxy statements) in the “Form Type” line. Voilà. (There are a few other codes for proxy statements if you want to expand your search.)
  • More updates to the SEC’s CDIs on the new proxy rules were posted here.
  • The SEC published changes to its e-proxy rules here, although it’s not clear whether anyone will be able to take advantage of them this year.
  • The SEC has a new spotlight website on proxy matters, including an investor alert on non-discretionary voting for directors, here. Recall that, since discretionary voting for directors isn’t allowed this year, some companies will be scrambling to get enough shareholders for a quorum (if director elections is the only item on the ballot).
  • Harvard Law’s Forum on Corporate Governance and Financial Regulation has a piece on considerations for directors in the 2010 proxy season, here.
  • RiskMetrics held a proxy season preview webcast yesterday, see here.
  • Chairman Schapiro says, here, the SEC is “nearing a vote” on proxy access rules. We’ve been hearing that since 2003, of course, but at some point you’ve got to believe it.
  • Warren Buffet’s always entertaining annual letter to stockholders is posted here. We at the editorial staff of ICYMI read it mostly for inspiration, although we leave slightly envious that Mr. Buffet probably is never asked to tone down his letter (“too jokey”) or criticized for shamelessly plugging his kids’ latest books. (It helps to be a multi-billionaire. We understand.) Everything gets analyzed these days, and Buffet’s letter is no exception (see here).
  • The Council of Institutional Investors published, here, a white paper on how shares are held and its implications for shareholder communication and voting, an interesting nuts and bolts guide to how the proxy process works and what might be done to improve it. On a slightly different, scarier note, the SEC joined a host of others, including the Financial Crimes Enforcement Network, in issuing guidance, here, on obtaining and retaining beneficial ownership information.
  1. Shearman & Sterling posted its latest annual survey of the 100 largest companies (1) corporate governance practices and (2) director and executive compensation, each available here. S&S’s key take-aways:
  • More than half have majority voting for directors.
  • 69 have the CEO serving as chairman of the board, although 75 discuss bifurcation of those rules in their SEC filings.
  • Most limit service on multiple boards, and 92 address the issue of outside board membership.
  • 55 included governance-related shareholder proposals in their proxy statements.
  • Only 10 have “poison pills,” down from 33 five years ago.
  • 57 use an e-proxy “notice-and-access model,” up from 35 in 2008.
  • 44 voted on say-on-pay proposals at the last stockholder meeting; 8 adopted them. (See also RiskMetrics’ query whether “say on pay” has reached a tipping point, here).
  • 62 companies publicly disclosed that they have a “clawback policy,” up from 35 in 2007.
  1. The NYSE posted its governance letters to NYSE listed companies here (domestic) and here (foreign private issuers).
  2. The SEC recently updated its XBRL FAQs, here, with answers to such age-old questions as “How do I force a row that is entirely nil-valued facts to render?” and “Why is some of my escaped HTML rendering as raw HTML?” SEC is holding a free XBRL seminar on March 23, see here, at which we are confident it will tell us what those questions mean.
  3. The SEC published some technical corrections to Forms 10-Q, 10-K and 8-K here.
  4. The SEC adopted a new “uptick rule,” which imposes restriction on short selling, here is the monstrous 334 page release.
  5. The Delaware Chancery Court upheld the only (as far as we know) triggering of a poison pill, Selectica’s NOL pill. The opinion (here) would, frankly, only have been remarkable if it hadn’t upheld the pill, but it’s nonetheless a worthwhile read for those with or contemplating a shareholder rights plan adoption (all ten of you). Poison pills are revisited, in a useful and brief review of case law, here.
  6. For those with international (well, French) operations, note the French Supreme Court’s recent ruling on SOX whistleblower protection and how it can run afoul of privacy and protection laws. The ruling is described here.
  7. Lest you are concerned that the SEC has lost focus on its core mission of protecting investors, you will be heartened to know it has charged nationally known psychic Sean David Morton whose self-proclaimed psychic powers were “nothing more than a scam to attract investors and steal their money.” See here. I’m confident that next on the SEC’s list is getting my money from that nice Nigerian woman I helped by facilitating her movement of millions and millions of dollars through my bank account.