Key Considerations for the 2024 Proxy Season
In this client update, we highlight key considerations public companies should keep in mind when preparing their proxy statements for their 2024 annual meetings, including guidance published by the U.S. Securities and Exchange Commission (the “SEC”) regarding: The timing of new insider trading disclosures required by Item 408(b) and Item 402(x), which will not take […]
Steven J. Slutzky, William D. Regner, and Simone S. Hicks are Partners at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Mr. Slutzky, Mr. Regner, Ms. Hicks, Eric T. Juergens, Benjamin R. Pedersen, and Alice Gu.
In this client update, we highlight key considerations public companies should keep in mind when preparing their proxy statements for their 2024 annual meetings, including guidance published by the U.S. Securities and Exchange Commission (the “SEC”) regarding:
- The timing of new insider trading disclosures required by Item 408(b) and Item 402(x), which will not take effect until proxy statements for 2025 annual meetings;
- Clarifications of the “10 calendar day” period in Rule 14a-6 for determining when a definitive proxy statement can be mailed, the legend requirement under Rule 14a-12 requiring specific reference to participants in a solicitation, and a soliciting party’s discretionary authority in connection with universal proxy cards; and
- Pay-versus-performance disclosure, including clarification on compensation actually paid to named executive officers and requirements for disclosing the total shareholder return of a company’s peer group in a pay-versus-performance table.
We also discuss other guidance and updates for the 2024 proxy season including requirements relating to compensation clawbacks, reminders relating to advance notice bylaws and officer exculpation amendments, a roundup of shareholder proposal trends for the 2023 proxy season, and updated proxy advisor guidance for the 2024 proxy season.
