Breakout Session: Corporate Governance and Proxy Trends and the New SEC

This session will peel back the results of the most recent proxy season to tease out the important surprises and enduring trends, and then forecast what challenges might be lurking around the corner. The panelists will also discuss what to expect from the new SEC, which has signaled an intention to strengthen shareholder rights and address disclosure rules and guidance on ESG, human capital management, and political contributions, as well as reform of 10b5-1 stock trading plans. What areas is the SEC most likely to tackle first, and how will these changes affect board agendas and shareholder engagement? What are the prospects for reform (or rollback of reforms) of the proxy process and regulation of proxy advisory firms to address issues including proxy voting mechanics and technology, thresholds for submission and resubmission of shareholder proposals, and transparency and conflicts of interest in the proxy advisory process? What are the mechanics behind the power and influence of the proxy advisory firms? The panelists will discuss which issues are most likely to draw attention from the SEC, proxy advisory firms, and large institutional investors and outline the best strategies for avoiding and mitigating the impact of this scrutiny and pressure.