Center On Executive Compensation

DFIN’s "Guide to Effective Proxies" Highlights Board Diversity, New PVP Disclosures, ESG and More

Proxy Guide: Risk and compliance firm DFIN released the eleventh edition of its annual "Guide to Effective Proxies," a comprehensive resource of “best-in-class, practical examples intended to help companies comply with new and forthcoming regulations and impress increasingly demanding investors.”

Big Company Examples. The 321-page interactive guide includes hundreds of searchable examples from large-company proxies of a wide variety of both commonly used and cutting-edge components of proxy disclosure, such as the proxy summary, ESG, Human Capital Management, management succession, and pay for performance.  The guide highlights the use of supplemental pay disclosures such as realized and realizable pay, in addition to the new SEC-required Pay Versus Performance tables.  As in previous years, there is also a section on optimizing online versions of the proxy, since for many companies, 80% or more of shares are held by investors accessing the proxy online.

Clicking on a company disclosure example in the Guide takes the reader directly to the company's proxy to allow readers to understand the context of the disclosure.

Bottom Line: Given the ever-increasing length of proxy disclosures and the large numbers of proxy statements institutional investors are expected to read, an eye-catching, well-organized and clearly structured proxy can produce notable good will with shareholders. The DFIN Guide provides a well-researched and conveniently packaged resource for sample disclosures while planning next year's proxy.

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Authors: Ani Huang



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