The Advisors' Blog

Last month, the Corp Fin Staff issued guidance on beneficial ownership reports, which you may think has nothing to do with compensation. But as we’ve noted over on TheCorporateCounsel.net, fallout from this guidance is disrupting the willingness of some asset managers to engage with companies in which they have a significant ownership interest, as they take time to analyze whether doing so could affect their reporting requirements.

Against that backdrop, although the biggest asset managers BlackRock and Vanguard have resumed engagements, this Cooley memo points out that companies that are trying to demonstrate responsiveness to a prior-year low say-on-pay vote may still find it difficult to get investor meetings on the calendar at this stage of the game. If that applies to you, the Cooley team suggests considering:

– Outreach to a broader and different set of shareholders (including less than 5% holders).

– Taking extra care to disclose their executive compensation programs in their proxy statement in a persuasively favorable manner that relies less heavily on the nature and consequences of their shareholder outreach efforts.

– Alternative means of disclosing information, such as filing additional soliciting materials and pointing investors to that information.

– Liz Dunshee