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Preparing Proxy Statements and Annual Reports: Navigating New SEC Rules, Developments in Disclosures and Governance

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, January 25, 2024

Recorded event now available

or call 1-800-926-7926

This CLE webinar will discuss key issues corporate and general counsel need to consider while preparing for the upcoming proxy and annual report season, including the status of ESG (and anti-ESG) efforts, SEC rulemaking and enforcement, voting choice, and universal proxy. The panel will also address new disclosure requirements relating to cybersecurity, Delaware law developments, such as officer exculpation, and other key governance issues.


For actions taken at annual meetings to be valid, public companies must comply with detailed federal and state legal requirements geared toward protecting the interests of shareholders. Corporate counsel has primary compliance responsibility in this area and must take all necessary steps to ensure that the board of directors and officers adhere to all federal and state regulations.

Following an active period of rulemaking by the SEC, public companies have numerous new requirements to consider in preparing annual and quarterly reports and proxy statements. These changes relate to required new disclosures concerning cybersecurity, insider trading, and executive compensation. Also, there are new developments driven by SEC rules and market trends impacting proxy voting, equity grants, and governance and disclosure, including environmental and social matters.

Listen as our authoritative panel summarizes the new requirements, as well as other recent developments for counsel to consider when preparing proxy statements and annual reports and disclosures.



  1. Planning for proxy season and annual reporting
  2. Proxy and annual report developments
    1. Cybersecurity disclosures
    2. Pay vs. performance disclosure
    3. Clawbacks
    4. Executive officer determinations
  3. Proxy voting matters
    1. Shareholder proposals
    2. Universal proxy
  4. Governance matters
    1. Board diversity and composition
    2. Board leadership structure and risk oversight
    3. Controls and procedures
    4. Equity grants and impact of upcoming insider trading disclosures
    5. Director and officer questionnaires
    6. Officer exculpation
  5. Environmental and social matters
    1. Climate change
    2. Human capital management
  6. Other matters


The panel will address these and other key issues:

  • What should be an organization's top priorities when kicking off proxy season?
  • What are the new SEC rules and latest trends and developments in enforcement?
  • What are some tips and best practices for governance, compensation, and ESG reporting?
  • What are the latest developments in proxy voting matters?


Juergens, Eric
Eric T. Juergens

Debevoise & Plimpton

Mr. Juergens is a member of the firm’s Capital Markets, Insurance, and Private Equity Groups. His practice...  |  Read More

Levi, Scott
Scott Levi

Partner, Public Company Advisory and Capital Markets Groups
White & Case

Mr. Levi’s practice focuses on ongoing compliance obligations under U.S. securities laws and corporate governance...  |  Read More

Pedersen, Banjamin
Benjamin Pedersen

Debevoise & Plimpton

Mr. Pedersen’s practice focuses on a broad range of capital markets transactions, regularly representing issuers,...  |  Read More

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