Governance, SEC, and Shareholder Activism Expertise

10+


Shareholder Activist, Proxy Contests, Successful Approvals of Proxy Proposals

~70


Annual Reports, Annual Meetings, Proxy Seasons

~25


Roles advising or assisting various Board Commitees 

1,000s


of SEC Filings drafted, reviewed, vetted, advised upon, driven for audit and legal review, or utilized for peer benchmarking and comparable analysis 

sec

SEC Reporting Expertise

  • Wealth of SEC filing and reporting experience
    • New issues (S-1s, S-3s, etc.)
      • 30+ years of advisory re: required disclosures and filings for different financing alternatives
    • Quarterly and annual reports (10-Ks, 10-Qs)
    • Material events (8-Ks)
    • Ownership (13 D,F,G, Form 4s, etc)
  • Experience managing/running all required annual reporting processes (10-K and Proxy filings)
  • Qualified Audit Committee Financial Expert
board committee

Board Committee Experience

Audit Committee

  • Regular role serving in AC meetings 
  • Primarily during earnings and financings events, as well as activist campaigns
  • Built and presented multiple accretion/dilution models for evaluation of financing options and structures
  • Qualified Audit Committee Financial Expert

Compensation Committee

  • Key player in determination of peer group (and criteria) for executive compensation
  • Performed analysis and challenged/confirmed criteria for peer group selection

Nomination & Governance Committee

  • Executive hiring, due diligence (and reference checks)
  • Director and Officer transitions / succession plans → comms strategy and peer compensation benchmarking
charts

Environmental, Social, Governance

  • Engagement with major shareholders on ESG priorities
experts meeting

Proxy Contests

  • Engagement of appropriate experts (defense team, proxy solicitation, crisis PR) for full-blown proxy contests
shareholders

Shareholder Activism Threats

  • Engagement strategies and establishment of policies for interfacing with known activists
emojis

Shareholder Engagement

  • Successful Reversals of Shareholder Proposals (that were losing due to negative ISS/Glass Lewis recommendations)
  • Experience engaging with internal compliance and governance professionals at major independent investment advisory firms (Fidelity, Geode, BlackRock, Nuveen, etc)
  • Multiple formal polling processes conducted for companies, to understand capital allocation priorities of large investors to make recommendations to Boards of Directors re: dividend policy, stock buybacks, M&A and more