Game Plan for Proxy Season: D&O, Compensation, ESG & Universal Proxy


September - November 2022
11 AM EDT

The proxy season always presents challenging questions.

Some are new, and some are as old as the SEC.

Join Diligent’s seasoned team of governance professionals in this four-part webinar series as they share strategies and tools to help you prepare for some of this proxy season’s most pressing issues, including:

  • D&O Questionnaires
  • Executive Compensation
  • ESG
  • Universal Proxy

We’ll ensure you have everything you need to streamline your 2023 proxy season.

 

 Register for completed sessions


Session One: Is there an easier way to do Director & Officer Questionnaires?


Tracking down director and officer information can be a challenge. For more than a decade, Wendy David, your host and Diligent Lead Solutions Engineer, has helped legal teams build reusable templates to securely capture sensitive information from board and leadership team members on any device.

As part of our discussion, Danielle Bagatta, Legal Director & Assistant Corporate Secretary from Avaya, will discuss the challenges they faced with their questionnaire process, their drivers for a digital solution and the impact digitization had on her team.

You’ll leave the discussion with a template of best practices that can be used year-over-year so you and your team can re-focus your time and energy on more strategic initiatives.

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Session Two: How do you justify executive compensation?


On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing the pay versus performance disclosure requirement called for by the Dodd-Frank Act. While public companies have been disclosing — and shareholders have been voting on — executive compensation for years, the new rule will standardize and expand how issuers disclose pay-for-performance.

Join our panel of experts from Willis Towers Watson, PwC, and Diligent as they discuss the proposed rule, what it means for public companies, and the action they can take to prepare for their next shareholder meeting.


Session Three: How do we nail down our company’s story on ESG?

ESG is taking center stage at many upcoming AGMs.

Consider a Diligent Institute study found ESG-related activism on the rise, with 13% of activist campaigns successful in 2021. And new mandates from the SEC and EU will require many large organizations to issue independently audited climate disclosures.

Listen to this webinar, “How do we nail down our company’s story on ESG?” to start preparing for potential ESG challenges during your upcoming proxy season.
Our panel of ESG experts will discuss:
  • What stakeholders are looking for in a company’s ESG disclosures
  • Steps to creating meaningful ESG goals that meet stakeholder expectations
  • Best practices for measuring and communicating progress about ESG goals
Our expert panel includes:
  • Helle Bank Jorgensen, Founder and Chief Executive, Competent Boards
  • Yee Chow, Director, ESG Solution & Strategy, Diligent
  • Meghan Day, Vice President, ESG Data & Intelligence Marketing, Diligent

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Session Four: Universal Proxy Card—What it means for issuers and activists


This past September 1 marked a sea change for proxy campaigns in the last decade with the introduction of the mandatory universal proxy card.

A panel of experts will dive into the impact the universal proxy card will have on the upcoming AGMs and how you can prepare.

We’ll discuss:
  • The impact of the new proxy card on issuers and activists
  • Changes and enhancements you’ll need to make to management campaign materials
  • How to look at the composition of your board to determine likely activist targets
Hear from our panel experts from governance, legal and advisory firms, including: 
  • Mark Grothe, M&A and Contested Proxy Advisor, Glass Lewis
  • Kai Liekefett, Co-Chair Shareholder Activism & Corporate Defense Practice, Sidley Austin LLP
  • Ele Klein, Co-Head of Global Shareholder Activism Group, Head of M&A and Securities Group, Schulte Roth & Zabel LLP
  • Dottie Schindlinger, VP of Thought Leadership, Diligent