2024 Proxy Disclosure & 21st Annual Executive Compensation Conferences

TheCorporateCounsel.net and CompensationStandards.com held the 2024 Proxy Disclosure & 21st Annual Executive Compensation Conferences. Held in person in San Francisco and virtually, the conferences featured engaging sessions full of essential and practical guidance, direct from the sharpest corporate and legal minds, on how to anticipate critical issues and use the annual reporting season to your advantage. Participants learned practical action items to protect the board and management team and ensure that they’re complying with new US Securities and Exchange Commission (SEC) rules.

Featured agenda items

Monday, October 14, 2024 | 3:20 – 4:00 pm PDT

14a-8 & Shareholder Proposals: The Latest Developments

2024 has been another active year for shareholder proposals. Companies that frequently receive proposals face new proponents on both sides of the political spectrum, novel proposals, and a resurgence of traditional governance topics. Even companies that have historically flown under the radar are now on the map for proponents. Although companies continue to pursue no-action relief, recent SEC staff guidance has made it more difficult to succeed. One company even took two proponents to court rather than pursue a no-action letter. Cooley partner Brad Goldberg participated as a panelist in this session to discuss what this all means for companies – and how they can help institutional investors quickly and easily understand the board and management’s perspective.

Monday, October 14, 2024 | 4:05 – 5:05 pm PDT

Climate Disclosures: Your New Action Items

The SEC’s final climate disclosure rules – two years and 24,000+ comments in the making – are finally here, but the fate of the rules remains uncertain due to pending litigation. If and when the rules become effective, companies will be required to present climate-related risk and governance disclosures, including information about their transition plans, targets, and goals, as well as the use of scenario analyses and internal carbon prices in their annual reports and registration statements. Large accelerated filers and accelerated filers will also need to determine whether their Scope 1 and 2 greenhouse gas emissions are material and, if they are, disclose their emissions data with third-party assurance. Additionally, the notes to the financial statements will need to address capitalized costs, expenditures expensed, charges, and losses incurred as a result of severe weather events and other natural conditions.

Companies were already in the weeds assessing climate-related disclosure requirements in other jurisdictions, such as California and the European Union, and will now need to assess how the SEC’s disclosure requirements overlap or differ from those. Cooley partner Beth Sasfai was part of this panel, helping sort through the patchwork of regulations and identify practical action items to be prepared.

For more information, please email Brianna Vega.