University of Kwazulu-Natal

2026 U S Annual Report And Proxy Season It S Go Time

Bonisiwe Shabane
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2026 u s annual report and proxy season it s go time

Mayer Brown is a global legal services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown Hong Kong LLP... The Mayer Brown Practices are established in various jurisdictions and may be a legal person or a partnership. PK Wong LLC (“PKW”) is the constituent Singapore law practice of our licensed joint law venture in Singapore, Mayer Brown PK Wong Pte. Ltd. More information about the individual Mayer Brown Practices and PKW can be found in the Legal Notices section of our website. “Mayer Brown” and the Mayer Brown logo are the trademarks of Mayer Brown.

Attorney Advertising. Prior results do not guarantee a similar outcome. ISS made the following updates to its U.S. 2026 Proxy Voting Guidelines, which become effective for shareholder meetings held on or after February 1, 2026. Glass Lewis made the following revisions and clarifications in its 2026 US Benchmark Policy Guidelines, which become effective for shareholder meetings held after January 1, 2026. Glass Lewis to End Benchmark Proxy Voting Policy in 2027

Starting in 2027, Glass Lewis will no longer publish a single set of “benchmark” voting recommendations. Instead, it will create voting frameworks that reflect individual client investment philosophies and stewardship priorities. Glass Lewis will also move away from providing research and recommendations based on its benchmark policy in favor of offering multiple perspectives that would capture the varied viewpoints of its clients. In November 2025, the Division of Corporation Finance of the SEC (the “Division”) announced that it will not respond substantively to no-action requests regarding companies’ intent to exclude shareholder proposals under Rule 14a-8 of... The announcement applies to the current proxy season (October 1, 2025 through September 30, 2026) as well as to no-action requests received before October 1, 2025, to which the Staff has not yet responded. Covington & Burling LLP operates as a limited liability partnership worldwide, with the practice in England and Wales conducted by an affiliated limited liability multinational partnership, Covington & Burling LLP, which is formed under...

With new leadership under the Trump administration, the Securities and Exchange Commission (“SEC”) is charting a course that promises significant changes in the regulation of securities disclosures and capital markets. In this alert, we discuss several important trends and developments that public companies should be aware of as the 2026 reporting season approaches. These include a shift in SEC policy, rulemaking and enforcement priorities, a new shareholder proposal process, likely upcoming changes to executive compensation disclosures, and newly applicable compliance items relating to Inline XBRL and EDGAR... We also address recent policy updates from proxy advisory firms and developments regarding the disclosure of executive security payments as perquisites. A. Disclosure Requirements and Rulemakings

As companies look ahead to the 2026 reporting season, many of the disclosure topics that were top priorities under prior SEC Chairman Gary Gensler are receding into the background. The climate change and greenhouse gas emission disclosure rule, which gave rise to a range of internal control, disclosure mapping, and board oversight consequences, is effectively (although not technically) dead; however, public companies should... Chairman Paul Atkins has signaled skepticism about the usefulness and necessity of the recently enacted cybersecurity incident reporting requirement under Item 1.05 of Form 8-K. This rule seems likely to receive less attention from the SEC Staff (“Staff”) and/or undergo revision. Similarly, the SEC’s previous goals to enact disclosure rules on board diversity and human capital management have been dropped from its agenda. As discussed in more detail below, the SEC under Chairman Atkins plans to review and potentially propose changes to the complex executive compensation disclosure regime.

And on digital assets, the SEC’s prior resistance has shifted in a markedly different direction. As Chairman Atkins pushes for greater regulatory clarity about what digital assets are securities, the SEC appears poised to propose exemptions, safe harbors and other rules of the road relating to the issuance and... B. Key Current SEC Priorities Under Chairman Atkins Ali Perry and Liz Walsh are Counsels, and Jennifer Zepralka is a Partner at Mayer Brown. This post is based on their Mayer Brown memorandum.

In March 2024, the SEC adopted rules entitled “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Climate Rules”), intended to standardize how public companies report material climate-related risks and greenhouse gas emissions. The Climate Rules were almost immediately the subject of litigation, which was subsequently consolidated in the U.S. Court of Appeals for the Eighth Circuit (the “Eighth Circuit”), where they were subject to a voluntary stay pending litigation. Subsequently, the SEC withdrew its defense of the Climate Rules, but requested that the Eighth Circuit resolve the litigation on the merits. In September 2025, the Eighth Circuit ordered that the litigation would be held in abeyance until the SEC reconsiders or renews its defense of the Climate Rules, which seems very unlikely at this time. Therefore, the litigation remains paused, and will likely remain so for the foreseeable future.

For more information, see our article, “Regulatory Climate Shift: Updates on the SEC Climate-Related Disclosure Rules.” Today, the SEC’s 2010 climate disclosure guidance remains in effect. The guidance suggests that, where material, companies should disclose the direct effect of environmental legislation, regulation and international treaties, the indirect consequences of climate change, and the impact of physical changes to our planet... Climate change continues to be an area of focus for investors and other constituencies, as well as companies themselves. This has prompted a growing number of companies to include sustainability initiatives in distinct sections of their proxy statements in addition to disclosure in annual reports. The approach of adding voluntary climate change and other ESG disclosure in the proxy statement may provide an opportunity for companies to control their message and provide a basis to direct shareholder engagement in...

When preparing climate change disclosure for the proxy statement or annual report, companies should be cognizant of the securities laws and other legal ramifications of such disclosure. As alluded to above, misleading climate change disclosures can give rise to SEC or state enforcement proceedings and hefty monetary penalties. From a liability perspective, it may be prudent to describe corporate climate change initiatives in aspirational terms rather than as commitments to achieve specific results, unless the company is actively working towards reaching those... Companies may need to expand their disclosure controls and procedures, and possibly their internal control procedures, to take climate change disclosures into account. The team involved in drafting and approving climate change disclosure should develop a process to fact-check disclosures. Board oversight and review of climate change disclosure may help to confirm alignment with company initiatives.

There should be consistency between a company’s climate change disclosures in its SEC filings and the company’s disclosures in any sustainability report it publishes and other climate change disclosures it makes on its website... It is important that public companies draft climate change disclosure in a manner that is not susceptible to a characterization that it is inaccurate or misleading. Brian V. Breheny Raquel Fox Marc S. Gerber Page W. Griffin Andrew J.

Brady Rita Sinkfield Belin Caroline S. Kim Joshua Shainess Stephanie Birndorf Leo W. Chomiak Mackenzie Concepcion Mathew E. Dietzel Jeongu Gim Nicholas D. Lamparski Khadija L. Messina Sydney E.

Smith Linnea J. Taddeo Kyle Wiley Tiffany Chang Our checklist and analysis present matters for companies to consider as they conduct their 2026 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines, including: This memorandum is provided by Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws. With 2026 rapidly approaching, boards search for guidance on the upcoming proxy season.

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Mayer Brown recently published its 2026 U.S. Annual Report, providing an overview of key issues companies should consider as they address their annual report and proxy disclosure requirements. Ali Perry, counsel specializing in capital markets, public companies and corporate governance at Mayer Brown, and Liz Walsh, counsel specializing in public companies and corporate governance and capital markets at Mayer Brown, say boards... They caution that, given ongoing geopolitical changes and economic volatility, companies should be particularly diligent in their approach this year. Although it may seem early, it is already time to start preparing for the 2026 annual report and proxy season. While many disclosure requirements remain consistent from prior years, there has been a significant shift in the focus of, and discourse relating to, the priorities of the Securities and Exchange Commission ("SEC").

Practitioners started to see the impact of these developments over the past year, and these developments are likely to have an even more significant impact on disclosure and governance practices during the 2026 season. This Legal Update provides an overview of key issues companies should consider as they address their annual report and proxy disclosure requirements. Topics are organized as follows: Since the commencement of the second Trump administration on January 20, 2025, the SEC has taken a dramatically different approach to disclosure and reporting by public companies compared to the previous administration. Starting under then-acting Chairman Mark Uyeda, the SEC's Division of Corporation Finance published new Staff Legal Bulletin 14M ("SLB 14M"), providing updated grounds for excluding shareholder proposals under Rule 14a-8 of the Securities Exchange... Subsequently, on November 17, the Division of Corporation Finance published new guidance stating that, during the 2026 proxy season, it would only provide substantive views on requests to exclude shareholder proposals pursuant to Rule...

On another note, the SEC also elected not to defend litigation of recently adopted rules governing climate-based disclosure. These are just a couple of examples of actions by the SEC and its Divisions that mark a clear divergence from the priorities articulated in prior years. In addition, the SEC Commissioners, including Commissioner Hester Peirce, have spoken publicly about the need for principles based disclosure for the sole purpose of informing investment decisions, and of the SEC's "limited mission," such... Directors and executive officers serve shareholders and society best by keeping the companies they guide focused on maximizing longterm financial value."1 The views of the current administration are also reflected in the SEC's recentlypublished... The sum total of the above, in combination with many executive actions issued by the Trump administration would lead practitioners, companies and other stakeholders in a new direction this annual reporting and proxy season. That said, the rules governing disclosure have not changed.

Companies will need to grapple with the SEC's new perspective and the views expressed by both the Trump administration and other stakeholders, as well as a fluid and challenging economic environment and geopolitical climate,... As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider: Consider whether any material updates to risk factors are appropriate, such as: Companies should also review the substance and priority of factors included in their forward-looking statement disclaimers, with careful attention to tailoring the listed factors to the specific forward-looking statements in the filing. Reminders for Annual Meeting SEC Filings Companies should review their checklists for certain SEC action items:

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