Public Company Resource Hub

Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments. This alert aims to provide an overview of updated board diversity voting policies of proxy advisory firms and key institutional investors and offer guidance to companies as they review their board diversity disclosures and practices in the current environment, including key updates from State Street and Glass Lewis through March 4.

Learn more about ISS’s position regarding consideration of diversity factors in US director election statements, Vanguard’s 2025 proxy voting guidelines, Nasdaq’s proposed rule change to modify certain initial listing liquidity requirements, the SEC’s settling of negligence-based charges for misleading investors regarding a cyber incident, SEC charges against a former CEO for failing to disclose to the WWE settlement agreements he executed on its behalf, SEC charges against a company for misleading statements about an AI product, SEC charges against an employee and tippers for insider trading in a cannabis company, SEC charges against an AI startup CEO and his wife for an elaborate $60 million fraud, SEC approval of a NYSE proposed rule change to restrict use of reverse stock splits in certain circumstances and a Nasdaq proposed rule change to modify minimum bid price compliance periods and the delisting appeals process, and Nasdaq’s proposed removal of the board diversity rule.

Cooley has launched IPO GO, an interactive resource designed specifically for executives, legal teams and finance professionals preparing to go public via an initial public offering (IPO). Accessible from anywhere, including phones, tablets and desktops, IPO GO is a site where companies can find critical resources, practical legal tips and documentation to help develop and prepare for an IPO. The tool is anchored by the Form S-1 registration statement, the primary legal document for executing an IPO.

On February 11 and 12, 2025, the staff of the Division of Corporation Finance of the SEC provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the form of two new significant sets of guidance with the potential to significantly reshape shareholder engagement and activism – including guidance on shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 and institutional investor engagement.

2024 was a prolific year for activists, with 243 campaigns launched globally – the highest number since 2018. US activity was up modestly, and a busy year in Asia offset a quieter year in Europe. With the 2025 proxy season in full swing, read Cooley M&A’s round-up of the 2024 activism landscape here.

Catch up on the recently updated 2025 proxy voting guidelines from BlackRock and Vanguard. The updates from these two leading institutional investors introduce new provisions to reflect evolving perspectives on governance, compensation, sustainability and shareholder engagement – including notable softening of board diversity policies. Read on for Cooley's overview of key policy updates and insights from both firms' 2025 guidelines.