Alicia Alterbaum

• Looking Ahead to the 2024 Proxy Season: ISS Annual Policy Survey – Continued Focus on Climate Change and Governance Blog Post — Weil Governance & Securities Watch — By Lyuba Goltser, Kaitlin Descovich, Alicia Alterbaum and Rachel Alpert — September 14, 2023

  Institutional Shareholder Services (ISS) has launched its Annual Benchmark Policy Survey (available here) to help inform potential changes to its voting policies for the 2024 proxy season. This year, ISS largely focuses on global environmental and social topics, particularly climate change, as well as compensation, governance and stewardship topics such as U.S. non-GAAP incentive metrics, […]

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• How Del. Cos. Weighed Officer Exculpation This Proxy Season Blog Post — Weil Governance & Securities Watch — By Lyuba Goltser, Kaitlin Descovich and Alicia Alterbaum — September 12, 2023

  Public Company Advisory Group Co-Head Lyuba Goltser, partner Kaitlin Descovich and counsel Alicia Alterbaum authored the article “How Del. Cos. Weighed Officer Exculpation This Proxy Season” for Law360, evaluating the results of the 2023 proxy season, a year after the amended DGCL provisions took effect. Read the article here.

  The post How Del. Cos. Weighed Officer Exculpation This Proxy Season appeared first on Governance & Securities Watch.

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• Officer Exculpation Charter Amendments: A 2023 Proxy Season Review Blog Post — Weil Governance & Securities Watch — By Lyuba Goltser, Kaitlin Descovich, Alicia Alterbaum and Rachel Alpert — July 06, 2023
  Effective in August 2022, Section 102(b)(7) of the Delaware General Corporation Law was amended to permit Delaware corporations to exculpate “covered officers,” providing such officers with certain protections traditionally available only to directors. Since then, over 200 publicly traded Delaware corporations have amended their certificate of incorporation (or charter) to adopt an officer exculpation provision. In this Alert, we evaluate the results of the 2023 proxy season, during which 279 public companies included a proposal in their annual meeting proxy statement requesting stockholder approval of a charter amendment to adopt an officer exculpation provision. We also take stock of factors that influenced the voting outcomes, including ISS and Glass Lewis recommendations, as well as considerations for companies that have not yet adopted officer exculpation as they look ahead to the 2024 proxy season ...
• Officer Exculpation Charter Amendments: A 2023 Proxy Season Review Alert — By Kaitlin Descovich, Alicia Alterbaum and Rachel Alpert — PDF — July 05, 2023
• SEC Adopts No Fault Executive Compensation Clawback Rules for Listed Companies: Covers “little r” Restatements Alert — Governance & Securities — By P.J. Himelfarb, Lyuba Goltser, Howard B. Dicker and Shira Barron — PDF — November 01, 2022

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