Portfolio : The Annual Meeting of Shareholders

I. Introduction
A. In General
B. About This Portfolio
C. Practice Notes

II. Legal Overview
A. State Corporate Law
B. Federal Securities Law
C. Stock Exchange Rules
D. Corporate Charter and Bylaws
E. Corporate Governance Guidelines
F. The Dodd-Frank Wall Street Reform and Consumer Protection Act
1. “Say-on-pay”: Nonbinding shareholder votes on executive compensation
2. Nonbinding shareholder votes on “golden parachute” compensation
3. Compensation committee independence
4. Independence and role of compensation consultants and advisers
5. Executive compensation disclosures
6. Compensation clawback
7. Disclosure of employee and director hedging
8. Broker voting of securities
9. Proxy access
10. Disclosures regarding board chairperson and CEO positions

III. Federal Proxy Rules Applicable to Annual Meetings of Shareholders
A. Application of the Proxy Rules
1. Background
2. Solicitation
a. Exempt solicitations
b. Actions excluded from the definition of solicitation
3. Solicitation before furnishing a proxy statement
4. Electronic shareholder forums
B. The Proxy Statement
1. Notice of the meeting
2. Voting information
3. Information about directors, director nominees, and executive officers
4. E-proxy related disclosures
5. SEC corporate governance disclosures
a. Director independence
b. Board meetings and committees; annual meeting attendance
c. Nominating committee
d. Audit committee
e. Code of ethics
f. Compensation committee
g. Shareholder communications
h. Additional governance disclosures
(1). Disclosure of leadership structure
(2). Disclosure of the board's role in the risk oversight
(3). Independence and role of compensation consultants and advisers
(4). Disclosure of employee and director hedging
6. Stock exchange corporate governance rules
a. NYSE corporate governance disclosures
b. Nasdaq corporate governance disclosures
7. Executive officer and director compensation disclosure
a. Introduction
b. Compensation committee report
c. Compensation Discussion and Analysis
d. Additional compensation-related disclosures
(1). Narrative disclosures concerning risk management
(2). New disclosures concerning compensation consultants
e. Summary Compensation Table
(1). Salary and bonus
(2). Stock awards and option awards
(3). Non-equity incentive plan compensation
(4). Change in pension value and nonqualified deferred compensation earnings
(5). All other compensation (including perquisites)
(6). Total
f. Grants of Plan-Based Awards Table
g. Narrative disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
h. Outstanding equity awards at fiscal year-end table
i. Option exercises and stock vested table
j. Pension benefits
k. Nonqualified defined contribution and other nonqualified deferred compensation plans
l. Potential payments upon termination or change-in-control
m. Compensation of directors
n. Information about compensation plans
o. Processes and procedures for the consideration and determination of executive officer and director compensation
8. Beneficial ownership information
9. Related person transaction disclosure
10. Information concerning independent public accountants and ratification of auditors
11. Audit committee report
12. Section 16 disclosure
13. Disclosure of shareholder proposal deadlines
C. Form of Proxy
D. The Annual Report
E. Filing of Proxy Material
1. Preliminary proxy material filing requirements
2. Definitive proxy material filing requirements
3. EDGAR
F. Distribution of Proxy Material to Shareholders
1. Background of e-proxy rules
2. Notice and access option
3. Adoption of e-proxy rules
a. Notice only option
b. Full set delivery option
c. Status of implementation of e-proxy rules
4. Amendments to the e-proxy rules
5. Householding

IV. Shareholder Proposals
A. Introduction
B. Procedural Rules
C. Substantive Grounds for Omission of Shareholder Proposals
1. Not a proper subject for action by security holders under state law
2. Proposals in violation of law
3. Proposals in violation of the proxy rules
4. Personal grievances or proposals to further a personal interest
5. Matters related to less than 5 percent of the corporation's business
6. Matters beyond the corporation's power or authority
7. Matters relating to ordinary business operations
a. ‘Cracker Barrel'
b. Executive compensation
c. Environmental and health issues
8. Proposals relating to elections to office
9. Proposals that conflict with management's proposal
10. Proposals substantially implemented
11. Duplicative proposals
12. Proposals dealing with re-submissions
13. Specific dividend amounts
D. Responses to Shareholder Proposals, Including SEC No-Action Letters
E. Proxy Access Shareholder Proposals
1. Background on the proxy access debate
2. The new proxy access rules (stayed)
a. New Rule 14a-11
b. New Schedule 14N
c. Limited bases for excluding shareholder nominees
d. Corresponding changes to Rule 14a-8

V. Working with Proxy Solicitors and Other Third-Party Actors
A. Overview
B. Proxy Advisory Services
C. Proxy Solicitors
1. Determining whether to engage the services of a proxy solicitor
a. Routine vs. non-routine matters
b. Management-sponsored anti-takeover provision-related proposals
c. Shareholder proposals
2. Types of services provided by proxy solicitors
a. Shareholder composition and analysis
b. Strategic consulting
c. Vote projection
3. The role of the proxy solicitor in the solicitation process
a. Soliciting registered holders
b. Soliciting institutional holders
(1). Internal voting guidelines
(2). A note on the influence of third-party voting advisory firms
c. Soliciting retail holders
(1). NOBO vs. OBO holders
(2). Telephone/Internet voting
D. Third-Party Resources for E-Proxy Compliance

VI. Planning and Preparing for the Meeting
A. Timetable and Responsibility Checklist
B. Legal Considerations
1. Shareholder proposals and timing considerations
2. Meeting date, record date, and notice of meeting
3. Coordination with plan administrators and other third parties
4. Directors' and officers' questionnaires
5. Due diligence regarding proxy material and annual report information
6. Filing of proxy material
C. Logistical Considerations
1. Location
2. Physical arrangements
3. Attendance
4. Security
D. Briefing Books and Meeting Script

VII. The Meeting
A. Introduction
B. Pre-Meeting Inspection
C. Procedural Rules for the Conduct of the Meeting
D. Transaction of Business at the Meeting
E. Responding to Unexpected Proposals, Disruptive Shareholders, and Other Extraordinary Events
F. Business Update and Shareholder Questions
G. Report on the Voting

VIII. Post-Meeting Activities

IX. The Continuing Evolution of the Annual Meeting