Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the 2017 reporting season; Part II provides a brief overview of recent corporate governance and regulatory developments and trends; and Part III includes a discussion of expected regulatory developments and pending rulemaking initiatives.

CONTENTS

Part I. New Considerations and Action Items for the 2017 Reporting Season

• ISS and Glass Lewis Proxy Voting Guidelines
• Annual Director & Officer Questionnaire Updates and Related Matters
• Disclosure Considerations
• Annual Meeting Considerations

Part II. Recent Trends and Developments in Corporate Governance and Regulatory Matters

• Proxy Access
• Other Trending Shareholder Proposals
• Cybersecurity: Risk Management and Related Disclosures
• Compensation-Related Issues

Part III. Future Rulemaking, Looking Ahead

• Dodd-Frank Compensation-Related Rulemaking
• Specialized Disclosure
• SEC Initiatives

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