Prepare for proxy season and understand the important issues and significant updates.
As companies begin to look ahead to the upcoming 2023 proxy season, there are several recent developments companies need to consider as their reporting preparations commence. This presentation will provide an overview of these important issues and other significant updates, including Security and Exchange Commission (SEC) disclosure and filing requirements, pending SEC rulemaking, executive compensation matters, and corporate governance trends.
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Agenda
SEC Disclosure Requirements
- MD&A
- Risk Factors
- Human Capital Management
- Share Repurchase Disclosure
- Russia/Ukraine Disclosures
Recent SEC Guidance and Status of Pending Matters
- Filing Fee Modernization
- Climate Change and ESG in Disclosures Dolansky/Salmon Hossein
- Proxy Rules Reform (Universal Proxy)
- Edgar Submission of Glossy Annual Reports
- Disclosure Controls and Procedures
Executive Compensation Considerations
- SEC Clawback
- Compensation Agenda Items (Say on Pay, Pay vs. Performance)
Annual Meeting and Corporate Governance Trends
- Board Diversity
- Proxy Voting Advice (Glass Lewis/ISS)
- Shareholder Proposals
- Virtual Meetings
- Director Expertise and Board Governance
- D&O Questionnaires (Picks up ITRA)
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Credits
OnDemand Course
This course was last revised on February 23, 2023.
Call 1-866-352-9540 for further credit information.
- AK CLE 1.0
- Alaska attorneys may receive 1.0 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
- AL CLE 1.1
- This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.1 hours credit.
- AR CLE 1.0
- This course has been approved for 1.0 hours of CLE by the Arkansas CLE Board.
- Arizona CLE 1.0
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.0 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.0
- Lorman Education Services is a State Bar of California approved MCLE sponsor and this course qualifies for 1.0 CLE hours of participatory credit.
- CT CLE 1.0
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
- GA CLE 1.0
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.0 CLE hours.
- HI CLE 1.0
- This program was approved by the Hawaii State Board of Continuing Legal Education for 1.0 CLE credit hours.
- MO CLE 1.3
- This course qualifies for self-study CLE credit in Missouri.
- ND CLE 1.0
- North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.0 hours of CLE credit.
- NH MCLE 1.1
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 66 Minutes.
- NV CLE 1.0
- This program has been approved by the Nevada Board of Continuing Legal Education for 1.0 CLE hours.
- NY CLE 1.0 including Areas of Professional Practice 1
- This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.0 credit hours in the area(s) of Areas of Professional Practice for 1.00 hour. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Education- Noggin Guru, Inc. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
- RI CLE 1.0
- This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.0 hours of CLE credit.
- VT CLE 1.0
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WA CLE 1.0
- This program has been approved by the Washington State Board of Continuing Legal Education for 1.0 hours of A/V credit under the Law & Legal Procedure category.
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Credit
More Program Information
Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
Adam Finerman
Baker & Hostetler LLP
- Partner, Baker & Hostetler LLP
- Co-leader of the IPOs and Securities Offerings team
- Broad experience in IPOs, securities offerings, proxy contests, and mergers and acquisitions
- Counsels public and private companies in their mergers, asset acquisitions and divestitures, stock purchase transactions, restructuring of securities, capital markets transactions, and public and private common and preferred equity transactions, as well as debt financing transactions
- Advises public companies in their transactional and capital market transactions and on general corporate matters, SEC reporting requirements, and other public company obligations
- Member of the Association of the Bar of the City of New York and The Penn Fund of the University of Pennsylvania, executive board
- J.D. degree, University of Pennsylvania Law School; M.B.A. degree, The Wharton School of the University of Pennsylvania; B.S.E. degree, cum laude, The Wharton School of the University of Pennsylvania
- Can be contacted at [email protected] or 212-589-4233
Macy Munz
Baker & Hostetler LLP
- Associate, Baker & Hostetler LLP
- Focuses on corporate contracts, energy-related transactions, mergers and acquisitions, and commercial real estate
- Provides a well-rounded combination of legal skills and business acumen to clients’ corporate transactions
- Driven to help clients succeed by first identifying their problems, recommending strategies, and bringing them to a satisfactory resolution
- J.D./D.C.L. degree, Louisiana State University Law Center; M.B.A. degree, Louisiana State University; B.A. degree, Baylor University
- Can be contacted at [email protected] or 713-331-8447
Stefan P. Smith
Baker & Hostetler, LLP
- Partner at Baker & Hostetler LLP (Dallas, TX & Los Angeles, CA)
- 25 years of experience counseling employers on matters affecting employee benefits and executive compensation
- Regularly speaks nationwide on legal developments and trends in employee benefits and related compensation matters
- Former adjunct professor of law at Southern Methodist University Dedman College of Law
- Fellow, American College of Employee Benefits Counsel
- Vice Chair, American Bar Association Section of Taxation, Employee Benefits Committee
- J.D. degree, with honors, University of Texas School of Law; B.A. degree in political science, magna cum laude, Southern Methodist University
- Can be contacted at [email protected], 214-210-1202, or 310-979-8431
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Credit
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
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