If you run a company, it is time to prepare for the next proxy season. Various factors determine if you’ll have a successful proxy season and productive annual shareholders meeting. The main factor that will determine your success is how well you plan and prepare for the season.
This article is a guide to help you with planning for the upcoming proxy season. It will look into the key issues and planning considerations you should keep in mind as you prepare. Please read it to the end to ensure your planning efforts culminate in a successful 2022 proxy season.
Let’s get started.
- D&O Questionnaires and Committee Charters
There could be a few possible changes to the Directors’ and Officers’ Questionnaires. For instance, companies will need to expand their questionnaires to gather more data. This includes a director or nominee’s consent for disclosure and diversity data like state law requirements.
The new Nasdaq board diversity matrix disclosure also has a set of requirements. If you are a Nasdaq registered company, you’ll need to gather director data before the set deadline. This is mainly self-identified diversity characteristics data that will be useful to Nasdaq.
- Annual Meetings
Companies will also need to decide how to hold their annual meetings. As you plan for the proxy season, one thing to consider is whether you’ll conduct virtual or in-person meetings. You’ll need to make this decision together with other stakeholders and proxy advisors.
The state of the pandemic in your area will dictate which way to go. If it is still a significant threat in your area, a virtual meeting will be the best option. However, you’ll also need to understand that online meetings come with various security threats.
You can prevent threats by encouraging stakeholders to use proxies. Buying cheap proxies from a reputable seller will guarantee you online safety during virtual meetings. Thus, the first step should be finding where to buy proxies – it has to be a trustworthy and reputable vendor.
A shared proxy server will alter IP addresses, making every user access the virtual meetings anonymously. Besides, it will encrypt any files shared among the attendees. A proxy server is a cheap and effective solution that will help you ensure online security during virtual meetings.
- Proxy Advisor Rules
The U.S. Securities and Exchange Commission (SEC) rules concerning proxy voting advice have constantly been changing. Their interpretation and guidance get updated season after season. In the recent update, there are rules meant to guide proxy voting advice businesses.
For instance, there are disclosure and procedural requirements that these businesses need to stick to from December 2021. This includes reviewing their proxy advice and disclosing any material conflicts. Also, they’ll need to inform clients about their written policies and procedures.
- Nasdaq Board Diversity Rules
There are rules in place to guide the Nasdaq board’s diversity. But then, they won’t get enforced in the upcoming proxy season. Instead, what will be effective in the 2022 season are rules that require companies to disclose their board diversity matrix.
Some rules will govern how companies should publish their board diversity matrix. It will also be a requirement to display the matrix on your company’s website in 2022. There also will be a short form at the listing center where companies will include links to their matrices.
- ISS Proxy Voting Policies
Institutional Shareholders Services Inc. (ISS) has made significant efforts in the formulation of voting guidelines. Changing voting recommendation policies starts with conducting a benchmark policy survey. ISS did that recently, meaning the process has already kicked off.
If you are an issuer, it will help to familiarize yourself with the new policies. These updated guidelines include proxy voting guidelines that you should know before the season. All the new voting guidelines and policies should be public by December, so be sure to update yourself.
- Amendments to Form 10-K
The SEC has also made a few changes to Form 10-K. Its objective is to use these changes in the implementation of disclosure and submission requirements. These amendments became law in December 2020 through the Holding Foreign Companies Accountable Act.
This law will require issuers to disclose some items in Form 10-K. For instance, they’ll have to indicate if a foreign authority prevents them from conducting inspections and investigations. The idea is that they should show that such an item isn’t applicable using a caption in Form 10-K.
- MD&A Rules
There are also rules developed by the SEC for the Management’s Discussion and Analysis. The final regulations will affect how businesses disclose financial metrics in MD&A. For instance, they’ll have to disclose the following to registrants;
- Definitions of all metrics and their formulae
- Reasons why the metrics in question will benefit investors
- The ways issuers use these metrics to boost monitor and manage performance better.
The SEC had allowed registrants until August 2021 to comply with these rules. Thus, they’ll get implemented in the upcoming 2022 proxy season.
- Modernization Of Property Disclosure Requirements
The U.S. Securities and Exchange Commission (SEC) has also made some amendments. A perfect example of the changes it has made is the modernization of the property disclosure requirements. The aim is to make mining properties understandable for easier decision-making.
This change is already effective several months before the 2022 proxy seasons. However, the final rules aren’t already getting enforced at the moment. The industry guide 7 in use today will get rescinded after the SEC asks that all registrants comply with the final rules.
The 2022 proxy season is approaching, and companies need to prepare for it. As said before, good planning can help you have a successful proxy season and annual shareholders’ meeting. For instance, you need to gather everything that attendees will need for the meeting.
An excellent example of what to buy is a high-speed proxy server. And, it would be best if you encouraged every stakeholder also to buy theirs. Or, you can invest in a cheap shared proxy that will serve everybody. This will make your virtual meetings seamless and more secure.
We hope the information in this article makes planning for the next proxy season effortless. This article has explained in detail everything you should know as you prepare. However, this article isn’t exhaustive since more changes could take place as we close in towards the 2022 season.