Cam helps clients with corporate matters including governance and SEC compliance, equity plans and executive compensation, securities offerings, and mergers and acquisitions. Prior to her return to Dorsey, Cam was Senior Counsel and Assistant Secretary at General Mills, Inc., where she helped the company achieve its corporate governance and SEC compliance objectives, worked on securities offerings and M&A transactions, risk management, foundation governance, and general corporate and commercial matters. Before joining General Mills in 2005, Cam was an associate for five years in the Dorsey Corporate Group in Minneapolis.
As the 2017 proxy season begins to unfold, proxy access continues to be a focus of shareholder proposals. Last year, companies that had already adopted mainstream proxy access bylaws, or that were planning to put mainstream proxy access bylaws up for a shareholder vote, were largely successful in being able to exclude shareholder proposals to adopt proxy access bylaws on the grounds that such proposals...
ISS has published an executive summary of 2017 updates to its benchmark proxy voting policies for the Americas, EMEA, and Asia-Pacific regions. The updated policies will generally be applied to shareholder meetings on or after February 1, 2017. U.S. policy changes are summarized below, and companies should keep them in mind as they consider policies on director compensation, dividend and vesting policies for stock awards,...
Institutional Shareholder Services (ISS) is rebranding its governance scoring solution “ISS QuickScore” to “ISS QualityScore,” though the underlying methodology appears very similar. As in the past, covered companies can review, verify and provide feedback on the data used to determine their scores via a complimentary Data Verification tool accessed through the Governance Analytics platform. See instructions for accessing the Data Verification tool here. Data verification...
Rule 303A.08 of the NYSE Listed Company Manual requires that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions to such plans, with limited exceptions specified in the Rule. The NYSE issued clarifications to certain FAQs on the Rule on August 18, 2016, which are summarized in the following memo: https://www.dorsey.com/newsresources/publications/client-alerts/2016/08/nyse-clarifies-answers-to-certain-faqs
With most of the 2016 proxy season in the rear-view mirror, it’s clear that shareholder proposals continue to be a preferred vehicle for certain kinds of shareholder activism, though with limited effectiveness unless the company and the shareholder reach a negotiated outcome. Proxy access proved to be the notable exception. Overall, the total number of shareholder proposals submitted (916) was down from the all-time high...
For companies with operations in the UK, the threat of Brexit creates significant concerns. This summary addresses some immediate considerations: https://www.dorsey.com/newsresources/publications/client-alerts/2016/06/thoughts-on-brexit-for-us-reporting-companies
The SEC has issued its proposed rules on incentive-based compensation for investment advisers and registered broker dealers:https://www.sec.gov/news/pressrelease/2016-89.html. Comments are due by July 22, 2016. The rules are part of a joint interagency rulemaking required by Dodd-Frank Act Section 956, which directs the agencies to prohibit incentive-based compensation arrangements that encourage inappropriate risk-taking: (1) by providing an executive officer, employee, director, or principal shareholder of the...
Investors are making board refreshment a priority issue – they and companies are thinking creatively about term limits and other tools for board refreshment, as reported in this memo, which also provides a summary of current investor policies on director tenure: https://www.dorsey.com/newsresources/publications/client-alerts/2016/04/investors-mandatory-retirement-age-and-tenure
Proxy access adoption has accelerated through the current proxy season. According to the Office of the New York City Comptroller,as of April 2016, more than 210 companies had adopted proxy access bylaws, many in response to shareholder demands. Read Dorsey’s eUpdate for further information: https://www.dorsey.com/newsresources/publications/client-alerts/2016/03/accelerate-proxy-access-sec-grant-no-action-relief
Companies report a broad range of practices for auditing related party transactions under PCAOB AS 18, as described in the following memo: https://www.dorsey.com/newsresources/publications/client-alerts/2016/02/party-transactions-under-pcaob-as-18-audits
Cam C. HoangCam helps clients with corporate matters including governance and...
Jason BrenkertJason assists clients in raising funds through capital mar...
Kimberley R. AndersonKimberley helps clients achieve key business goals through securi...
