Proxy Season Resources

Kelley Drye & Warren LLP, "Preparing for Proxy Season: ISS Environmental & Social QualityScore," September 2018.

Morrow Sodali, "Investor Relations -- A Communications Clearinghouse: A Talk With Former NIRI Board Chair, Valerie Haertel," September 2018.

EY Center for Board Matters, "2018 Proxy Season Review," July 2018

Proxy Insight, "Season's Meetings: Record Failed Say-on-Pay Votes This U.S. Proxy Season," July 2018.

Sullivan & Cromwell, "2018 Proxy Season Review," July 2018.

IR Magazine, "Proxy Season 2018 Sees Proposals Focus on Shareholder Rights," July 2018.

Skadden, Arps, Slate, Meagher & Flom, "Impact of SEC Guidance on Shareholder Proposals in the 2018 Proxy Season," July 2018.

Alliance Advisors, "Surprises from the 2018 Proxy season," June 2018.

Semler Brossy, "Say on Pay" Reports.

CamberView Partners, "Board Lessons: Succeeding with Investors in a Crisis," June 2018

NIRI, IR Update, "Preparing for the Year of the 'S,'" May-June 2018.

CamberView Partners, "2018 Proxy Season Preview: Investors Demand Accountability," April 2018

Broadridge FInancial, "Principles and Best Practices for Virtual Annual Shareowner Meetings," April 2018

NIRI Webinar, "Investor Perspectives for the 2018 Proxy Season," March 1, 2018 (replay)

Alliance Advisors LLC, "2018 Proxy Season Preview," March 2018.

ISS, "An Overview of U.S. Shareholder Proposal Filings," Harvard Law School Forum on Corporate Governance and Financial Regulation, February 2018.

EY Center for Board Studies, "2018 Proxy Season Preview," February 2018.

PwC, "The Changing Face of Shareholder Activism," February 2018

CECP Strategic Investor Initiative, "CEO Investor Forum: Investor Letter to Presenting Companies" (February 2018)

EY Center for Board Studies, "What Public Companies, Boards and Investors Should Watch for in 2018," January 2018

BlackRock, "Larry Fink's Annual Letter to CEOs," January 2018.

Shearman & Sterling, "2018 Proxy Season – Quick Reference Guide," December 2017

Foley & Lardner, "2018 Proxy Season Preview," December 2017 (slide deck).

Council of Institutional Investors, "Build a Better Meeting," October 2017.

CamberView Partners, "The Rise of the Investor-Centric Activism Defense Strategy," October 2017.

NIRI, IR Update, "Shareholder ESG Proposals on the Rise" (September 2017).

PwC/Broadridge Financial, "2017 Proxy Season Review" (September 2017).

ISS Corporate Services, "Eight Key Trends from the 2017 U.S. Proxy Season" (September 2017).

New York City Comptroller Scott M. Stringer, Letter to Portfolio Companies (September 2017).

Stinson Leonard Street, "Preliminary Planning for the 2018 Proxy Season" (August 2017).

F. William McNabb III, CEO, Vanguard, "An Open Letter to Directors of Public Companies Worldwide" (August 2017)

Alliance Advisors LLC, "2017 Proxy Season Review" (August 2017).

Weil, Gotshal & Manges, "Companies are Facing Pressure on Multiple Fronts to Improve Board Diversity" (August 2017)

Equilar, C-Suite magazine, "Rising Tide: Shareholder proposals on climate change flood the boardroom" (Summer 2017)

CamberView Partners, "S&P Dow Jones Indices and FTSE Russell Announce Decisions on Exclusion of Companies with Multiple-Class Share Structures" (August 2017).

Sullivan & Cromwell LLP, "2017 Proxy Season Review" (July 2017).

JP Morgan, "The 2017 Proxy Season" (July 2017).

CamberView Partners, "After the AGM: How boards can prepare for next year" (June 2017)

Stanford University, Rock Center for Corporate Governance, "Gadflies at the Gate: Why Do Individual Investors Sponsor Shareholder Resolutions?" (August 2016).


CEO Pay Ratio Disclosure

Semler Brossy, "Lessons Learned from First Wave of CEO Pay Ratio Disclosures," July 2018.

Equilar, "CEO Pay Ratio: First Look at Disclosure Trends," May 2018.

NIRI Webinar Replay, "Preparing for CEO Pay Ratio Disclosure," February 2018.

David Calusdian, Sharon Merrill Blog, "In Discussing CEO Pay Ratios, Context Is Everything," February 2018.

Andrews & Kurth, "CEO Pay Ratio Disclosure: What We’ve Seen in Filings So Far" (February 2018).

Equilar, "Survey Results Show a Median CEO Pay Ratio of 140:1" (February 2018).

Pay Governance LLC, "Future Issues After the Publication of the CEO Pay Ratio" (January 2018).

NIRI, IR Update, "Preparing for Pay Ratio Disclosure" (October 2017)

Edelman, "Communicating the 2018 Pay Ratio Disclosure" (November 2017).

Society for Human Resource Management, "New Guidance Eases — but Won’t Delay — the CEO Pay Ratio Reporting" (October 2017).

Society for Human Resource Management, "Treasury's Call to Repeal Pay Ratio Reporting Won't Alter Need to Comply" (October 2017).

Glass Lewis & Co., "The How and Why of the CEO Pay Ratio: SEC Guidance" (October 2017).

SEC, Interpretative Guidance on Pay Ratio Disclosure (September 2017).

SEC, Division of Corporation Finance, Staff Guidance on Pay Ratio Disclosure (September 2017).

Pearl Meyer, "Weigh the Human Factor When Communicating the CEO Pay Ratio" (August 2017).

CamberView Partners, "The CEO-to-Employee Pay Ratio Rule: Begin Thinking About Messaging Now" (August 2017)

Society for Human Resource Management, "Preparing for CEO Pay Ratio Disclosures" (October 2016).


Passive Investing and Investment Management Trends

NIRI, IR Update, "Staying Active in a Passive World" (May 2017).

CFA Institute, "Future State of the Investment Profession" (April 2017).

Wharton School, Knowledge@Wharton, "Vanguard’s CEO on the Future of Investment Management" (March 2017)

Goldman Sachs, Global Market Institute, "Directors’ Dilemma: Responding to the Rise
of Passive Investing" (January 2017)

UBS, "Active vs Passive: How Will the World of Investing Evolve? (part 1 of 2)" (January 2017).

The Wall Street Journal, "Meet the New Corporate Power Brokers" (October 24, 2016).

The New Yorker, "Is Passive Investment Actively Hurting the Economy?" (May 9, 2016).

Shareholder Activism

Bishop, Jackson, et al., Columbia Law School, "Activist Directors and Information Leakage" (March 2017).

Leo Strine Jr., "Who Bleeds When the Wolves Bite? A Flesh-and-Blood Perspective on Hedge Fund Activism and Our Strange Corporate Governance System," Yale Law Journal (2017).



Engagement/Governance Principles

Commonsense Principles 2.0, October 2018.

BlackRock, "Viewpoint: The Investment Stewardship Ecosystem," July 2018

CECP Strategic Investor Initiative, "CEO Investor Forum: Investor Letter to Presenting Companies" (February 2018)

BlackRock, "Larry Fink's Annual Letter to CEOs," January 2018.

Buffett, Dimon, Fink, et al., "Commonsense Corporate Governance Principles" (July 2016).

PwC Governance Insights Center, "Director-Shareholder Engagement: the New Imperatives" (June 2016).

Dorsey, "Board Refreshment: Investors Respond to Trends in Mandatory Retirement Age and Tenure with More Stringent Voting Policies" (April 2016).

Council of Institutional Investors, "Best Disclosure: Company-Shareholder Engagement" (December 2015).

Business Roundtable, "Principles of Corporate Governance" (2012).


Proxy Advisory Firms

Institutional Shareholder Services (Issuer Portal)

Glass Lewis & Co. (Issuer Overview)

U.S. Government Accountability Office, "Proxy Advisory Firms' Role in Voting and Corporate Governance Practices" (November 2016) 

NIRI Statement to the Senate Banking Committee in Support of HR 4015, June 2018

Additional Resources

Darla Stuckey, Society for Corporate Governance, Testimony Before the House Subcommittee on Capital Markets, “Corporate Governance: Fostering a System that Promotes Capital Formation and Maximizes Shareholder Value,” September 2016.

IRRC Institute & Tapestry Networks, "Buybacks and the Board: Director Perspectives on the Share Repurchase Revolution" (August 2016).

EY Center for Board Studies, "How Can Data Lead to Better Corporate Governance" (Summer 2016).


Sustainability/ESG Issues and Reporting

NIRI Webinar Replay, "A Practical and Updated Take on ESG," May 2018.

NIRI, IR Update, "Preparing for the Year of 'S,'" May-June 2018.

American Council for Capital Formation, “Ratings that Don’t Rate: The Subjective World of ESG Ratings Agencies,” July 2018

Pamela Styles, "ESG / Sustainability – Are Companies Realizing Real ROI?" May 2018.

Pamela Styles, "The Current State of Sustainability Communications," IR Update, June-July 2017

NIRI Webinar Replay, "Sustainability Reporting and Disclosure: How Is This Important for IR?" (March 2017)

Denise Kuprionis and Pamela Styles, "Translating Sustainability into a Language Your Board Understands" (February 2017)

Sustainability Accounting Standards Board, "Approach to Materiality & Standards Development."

Sustainability Accounting Standards Board, "Field Guide" (guidance for 79 industry groups).

Sustainability Accounting Standards Board, "About SASB: An Introduction for Companies." 

Sustainability Accounting Standards Board, "Why & How Mainstream Investors are Using Sustainability Information."