For materials on racism, discrimination, and diversity, please visit NIRI's Diversity & Inclusion Resources Library

For materials related to sustainability, please visit NIRI's Sustainability Resources Library


Proxy Season Resources

Rutgers Law School, "Report of the 2020 Multi-Stakeholder Working Group on Practices for Virtual Shareholder Meetings," December 2020.

Alliance Advisors, "2021 Proxy Advisor Policy Updates," December 2020

NIRI Webinar Replay, "Meeting Shareholder Expectations in the 2021 Annual Meeting," November 12, 2020.

IR Update, "COVID-19 and Your 2021 Proxy Statement," Fall 2020

Harvard Business Review, "Covid-19 Is Rewriting the Rules of Corporate Governance," October 6, 2020.

Skadden Arps, "Planning Ahead: Virtual Shareholder Meetings in the 2021 Proxy Season," September 30, 2020.

Donnelley Financial Solutions, "8th Edition Guide to Effective Proxies Showcases Critical 2020 Proxy Disclosure Trends," September 2020

Stinson, "Preliminary Planning for the 2021 Proxy Season," September 30, 2020.

Mayer Brown, "2021 Proxy and Annual Report Season: Time to Prepare," September 29, 2020

Georgeson, "2020 Annual Corporate Governance Review," September 18, 2020

NIRI Webinar Replay, "Recent Developments in Proxy Reform and Implications for Investor Relations," September 3, 2020

NIRI Webinar, "Navigating the New Activist Shareholder Landscape," July 2020 (replay).

State Street, "Beyond Mechanics: The Intersection of Securities Lending and ESG Investing" (2020).

Janja Brendel, Humboldt-Universität zu Berlin, and James Ryans, London Business School, "Responding to Activist Short Sellers: Allegations, Firm Disclosure Choices, and Outcomes," June 26, 2020.

Douglas K. Chia, Soundboard Governance LLC, "Key Takeaways and Best Practices from Virtual Shareholders Meetings in 2020," July 2, 2020.

Chong Shu, "The Competitive Landscape of the Proxy Advice Market," The CLS Blue Sky Blog, June 25, 2020.  

Hannah Orowitz and Brigid Rosati, Georgeson, "An Early Look at the 2020 Proxy Season," June 10, 2020.

Cyndey Posner, Cooley LLP, "What’s the Latest on Virtual Shareholder Meetings? June 4, 2020.

Martin Lipton, William Savitt, and Karessa L. Cain, Wachtell, Lipton, Rosen & Katz, "On the Purpose of the Corporation," May 27, 2020

Nasdaq, "ESG Disclosure in 2020 Proxy Statements," May 13, 2020

Ofer Eldar, Duke University, and Michael Wittry, Ohio State University, "The Return of Poison Pills: A First Look at 'Crisis Pills,'" May 6, 2020

Andrew R. Brownstein, Sabastian V. Niles, and Justin C. Nowell, Wachtell, Lipton, Rosen & Katz, "Institutional Investors Signal: A Mix of Tougher Standards and Heightened Flexibility for the 2020 Proxy Season," May 2, 2020

Cleary Gottlieb Steen & Hamilton LLP, "The Executive Pay Dilemma," April 30, 2020

PJT Camberview, "Institutional Investors’ Overboarding Policies for Directors," April 30, 2020.

Congressional Quarterly, "Coronavirus could forever change corporate annual meetings," April 29, 2020.

Paul J. Shim, James E. Langston, and Charles W. Allen, Cleary Gottlieb Steen & Hamilton LLP, "ISS and Glass Lewis Guidances on Poison Pills during COVID-19 Pandemic," April 26, 2020.

Clermont Partners, "Adopting a Poison Pill Amid COVID-19," April 22, 2020.

Lazard's Quarterly Review of Shareholder Activism – Q1 2020, April 16, 2020

Aon, "Proxy Advisors Issue Guidance on Executive Pay and Governance Changes Due to COVID-19, April 2020.

Fenwick & West, "SEC and Delaware guide on proxies and AGM notices," April 16, 2020.

Nuveen,  "2020 Proxy Season Preview," April 9, 2020.

Equilar, "Companies Adjust Executive Pay Amid COVID-19," April 9, 2020.

Proxy Analytics & Soundboard Governance, "COVID-19 Annual Meeting and SEC Disclosure Checklist and Best Practices Reference Guide," April 2020.

Korn Ferry, "The Risk of Cutting Dividends," April 2020.

ISS, Policy Guidance: Impacts of the COVID-19 Pandemic, April 8, 2020

Glass Lewis, "Glass Lewis Announces that Company Opinions are Now Included With Research and Voting Recommendations," April 2, 2020.

Vanguard Investment Stewardship, "Update on the 2020 Proxy Season," April 1, 2020.

State Street, "Stewardship Engagement Guidance to Companies in Response to COVID-19," March 31, 2020.

SquareWell Partners, "Institutional Investors Provide Clarity on their Stewardship Responsibilities," March 2020.

Glass Lewis & Co., "Everything in Governance is Affected by the Coronavirus Pandemic. This is Glass Lewis’ Approach," March 26, 2020.

Sharon Merrill Blog, "2020 Annual Shareholder Meetings: New SEC Guidance and Going Virtual," March 24, 2020

U.S. News & World Report, "BlackRock Stands by Climate Priorities, Sees Tougher Shareholder Votes," March 18, 2020.

Glass Lewis & Co., "Immediate Glass Lewis Guidelines Update on Virtual-Only Meetings due to COVID-19 (Coronavirus)," March 2020.

Broadridge, "Conducting Annual Meetings During the COVID-19 Outbreak," March 2020.

Gladstone Place Partners, "A View from Investor Relations" (based on a survey of NIRI members on M&A, activism, and ESG), March 2020.

NIRI, IR Update, "Using Your Proxy to Tell a Compelling Story," Winter 2020

Earlier Proxy Seasons 

Morningstar, "2019 ESG Proxy Voting Trends by 50 U.S. Fund Families," March 2020.

Georgeson, 2019 Annual Corporate Goverance Review, November 2019

Broadridge, "2019 Proxy Season Review," October 2019.

Cooley LLP, "Are There Clues in the Last Proxy Season About the One to Come?" October 2019.

Mayer Brown LLP, "2020 Proxy and Annual Report Season: Time to Get Ready—Already," October 2019.

Willis Towers Watson, "Proxy Season Say-on-Pay Review," September 2019.

PJT Camberview, "2019 Proxy Season Takeaways," July 2019

Nasdaq Center for Corporate Governance, "Where Board & Investor Priorities Intersect: 2019 Review of S&P 100 Governance Disclosures," June 2019.

ISS, "Early Review of 2019 US Proxy Season Vote Results," June 2019

Broadridge, "How to Make Your Annual Meeting Day Run Smoothly and Successfully," April 2019.

ICCR, "2019 Proxy Resolutions and Voting Guide," March 2019.

Pillsbury Winthrop Shaw Pittman LLP, "Winning Say-on-Pay: Top Ten Executive Compensation Proxy Tips For 2019," February 2019.

Nasdaq, "5 Ways Governance Teams Can Step Up Their Proxy Season Game for 2019," February 2019.

EY Center for Board Matters, "2019 Proxy Season Preview," February 2019.

NIRI, IR Update, "Minding Your P's and X's," Winter 2019

Georgeson LLC, "2018 Annual Corporate Governance Review," December 2018.

Sullivan & Cromwell, "Preparing for the 2019 Proxy Season: Practical Guidance for Directors and Board Committees," December 2018.

Davis Polk & Semler Brossy, "A Say-on-Pay Update — Plus Strategies for Responding to a Negative Recommendation by a Proxy Advisory Firm," November 2018.

Alliance Advisors, "Proxy Advisor Policy Updates for 2019," November 2018.

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.

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

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

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).



Board Practices 

The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Members (2nd edition) (includes a chapter written by Sally Curley and Carol Drake)

SEC Commissioner Hester Peirce, "Baby on Board: Remarks before the Society for Corporate Governance National Conference," June 2019.

Nasdaq Center for Corporate Governance, "Where Board & Investor Priorities Intersect: 2019 Review of S&P 100 Governance Disclosures," June 2019.

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

Deloitte, "Board Practices Report: Common threads across boardrooms" (2018).


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

SquareWell Partners, "Active Managers and Activism" (June 2019). 

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

SEC Press Release, "SEC Clarifies Investment Advisers’ Proxy Voting Responsibilities and Application of Proxy Rules to Voting Advice," August 2019.

NIRI Executive Alert, "SEC Releases New Guidance on Proxy Advisors," August 2019

Cooley PubCo blog, "SEC Adopts Guidance for Investment Advisers and Proxy Advisory Firms — Will it Make a Difference?" August 2019

U.S. Chamber of Commerce, "U.S. Chamber Commends SEC Guidance on Proxy Advisory Firms and Calls for Further Action," August 2019.

National Association of Manufacturers, "Manufacturers Score Victory in SEC Oversight of Proxy Firms," August 2019

Main Street Investors Coalition, "SEC Issues Guidance Clarifying Proxy Voting Responsibilities," August 2019

NIRI, "Comment Letter to the SEC re Proxy Voting Process," April 2019

Shareholder Communications Coalition, "Comment Letter to the SEC re Proxy Voting Process," April 2019
Proxy Advisory Firm Policies

Institutional Shareholder Services (Issuer Portal)

Glass Lewis & Co. (Issuer Overview)

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).