Practice Note: Responding to stockholder proposals, director elections and say-on-pay votes
Authors: James J. Hanks Jr., Michael D. Schiffer, Michael F. Sheehan
Affiliations: Partner, Venable LLP, Baltimore, MD; Partner, Venable LLP, Baltimore, MD; Partner, Venable LLP, Baltimore, MD
Source: Journal of Corporate and Commercial Law & Practice, Volume 8 Issue 2, 2022, p. 84 – 89
As boards of directors of public companies prepare for their 2023 annual meetings and, relatedly, consider the voting results from 2022 annual meetings, we are being asked for advice concerning (I) the duties of directors of Maryland corporations and (II) the policies and current practices of the proxy advisory services relating to stockholder proposals, director elections, and Say-On-Pay votes.