Resource Library Human Capital Management

The SEC filed a regulatory notice on August 28 signaling it may shift oversight of shareholder proposals to the states, following its decision earlier in August to stop responding to no-action requests. If adopted, the move could leave boards navigating an inconsistent patchwork of state-level rules on shareholder proposals, and is expected to face further […]

Nearly 20% of directors have added a special committee in the past year or plan to do so in the next 12 months, focusing on issues such as M&A, CEO succession, and cybersecurity. While special committee formation is on the rise, additional compensation remains uncommon.

As the 2026 proxy season concludes, traditional diversity, equity, and inclusion (DEI) shareholder proposals continue to lose momentum. 10 pro-DEI proposals were submitted through May 31, 2026, compared to approximately 47 submitted during the full 2025 proxy season. Anti-DEI proposals make up a larger share of submissions but continue to receive little shareholder support.

A new report by The Conference Board based on 2025 disclosures reveals that CEO and chair leadership structure remains a flexible governance decision, with most companies preserving board discretion to combine or separate the roles. The report highlights that investors often seek independent oversight rather than mandates of a split structure.

Historically, the board’s involvement in talent has been concentrated on CEO succession, but recently boards are devoting more time to broader executive talent, further understanding alignment between talent and strategy, and treating succession as a governance priority rather than a one time exercise. Semler Brossy’s Blair Jones and Todd Sirras write about this trend and […]

Our friends at Davis Polk & Wardwell share board construction best practices, highlighting key considerations such as chair and director independence, board size relative to company size, director tenure, and the skills directors should bring to the table.