In Focus

CII Calls SEC Fair Arbiter of Shareholder Proposals, Urges Exxon to Drop Lawsuit

In a February 8 statement, CII reiterated its longstanding support for SEC review of shareholder proposals in response to ExxonMobil’s plan to pursue a lawsuit against proponents of a shareholder proposal dealing with the company’s greenhouse gas emissions after they withdrew their resolution. “We believe the SEC’s Rule 14a-8 no-action process generally is superior to litigating differences over whether shareholder proposals should be included on proxy ballots,” CII said. “Companies have a right to bypass the SEC no-action process and go to court to try to keep shareholder proposals they do not like off their proxy ballots. But experience suggests that most market participants view the SEC’s Division of Corporation Finance as a fair arbiter, even if one may disagree with the result in a particular case.”

CII Executive Director Amy Borrus Issues Statement on the Delaware Court of Chancery's January 30 Ruling on Tesla

Chancellor Kathaleen St. Jude McCormick’s January 30 ruling striking down Tesla’s 2018 compensation package for CEO Elon Musk highlights the important role of state courts and corporate law in ensuring that boards make decisions about CEO pay in a truly independent manner. As reflected in CII’s policies on corporate governance, executive compensation is a critical component of corporate governance and good governance demands that boards be wholly independent from the chief executive when setting and reviewing the CEO’s compensation. View the press release here

CII Board Appoints Members of Two Advisory Councils for 2024

CII’s board of directors recently appointed the members of the Corporate Governance Advisory Council (CGAC) and the Markets Advisory Council (MAC) for 2024. The board re-appointed Peter Reali, global head of stewardship at Nuveen, as chair of the CGAC and Nancy Florek, director of corporate governance at Putnam Investments, as the new co-chair. Claudia Allen, senior advisor for KPMG’s Board Leadership Center, will serve as chair of the MAC with Robert Zivnuska, a partner at PJT Camberview, serving as co-chair. CII’s board appoints members of these councils annually and members of the U.S. Asset Owners Advisory Council each spring.U.S. Asset Owners Advisory Council each spring.

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