Preparing for the 2023 Proxy Season

As we enter the 2023 proxy season, there are a number of new regulatory requirements, both technical and substantive, that have been implemented, and many more on the horizon. For example, many companies will need to comply with pay-versus-performance disclosure requirements in 2023 (see Section 1.A. below) and annual reports are now, in most cases, required to be submitted via EDGAR (see Section 4.C. below). The U.S. Securities and Exchange Commission (SEC) has also indicated that it will continue to seek enhanced disclosure in relation to certain existing requirements where it determines that current company filings may be inadequate (see Section 1.B.). As in past years, shareholder and proxy advisor views continue to evolve with increasing focus on board leadership and diversity, time commitment, and risk management (see Sections 1.C and 1.D.), and we will continue to see shareholder activism in all forms, which highlights the ongoing importance of year-round shareholder engagement (see Section 3). Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the 2023 proxy season for public companies, as well as some reminders for what is on the horizon for public company governance and disclosure.
Source: Preparing for the 2023 Proxy Season