Ben Maiden and Ben Ashwell

This week’s governance, compliance and risk-management stories from around the web – CNBC reported that Southwest Airlines and activist hedge fund firm Elliott Investment Management reached a deal to avert a proxy fight in exchange for naming six directors to the company’s board – short of board control – and an earlier retirement for executive chair Gary Kelly. As part of the deal, Southwest CEO Bob Jordan will keep his job. ‘We are pleased to have come to an agreement with Southwest on the addition of six new directors that will enhance and revitalize its board,’ Elliott’s John Pike and…

This week’s governance, compliance and risk-management stories from around the web – CNBC reported that Elliott Investment Management asked for a special meeting on December 10 at Southwest Airlines as it seeks control of the company’s board. Elliott has also trimmed the size of its board slate from 10 director candidates to eight after Southwest cut its board size from 15 to 12. Southwest’s campaign will be Elliott’s first US proxy fight since it took on Arconic in 2017. Elliott has never previously called for a special meeting, which at Southwest carries a higher threshold of approval compared with voting…

Technological evolution likely to be at the center of changing ways boards operate, interact with stakeholders and oversee companies Panelists on a recent Governance Intelligence webinar, held in partnership with Nasdaq, shared their expert insights on how the way in which boards operate may evolve as they face new demands but also new opportunities and gain new tools. Technology, regulations, shareholder activism and pressures from non-investor stakeholders all require boards to be prepared to work in new ways. The webinar discussion focused on boards’ evolving use and oversight of AI, evolving approaches to engagement and boards’ role in risk management.…

Winners to be revealed at gala ceremony in New York on Thursday, November 7 Governance Intelligence is proud to announce the shortlisted nominees for its 17th Corporate Governance Awards. The winners, selected by an independent panel of judges, will be presented at a gala ceremony in New York on Thursday, November 7. The awards celebrate outstanding achievements by the governance profession in areas such as hosting AGMs, compliance and ethics programs, ESG reporting, entity management, use of technology, proxy statements, investor engagement and corporate transactions.The awards gala will cap two days of special governance-related events hosted by Governance Intelligence. On…

Database of findings to offer practical benchmarking insights Many companies’ proxy statements have evolved in recent years from a simple compliance document in line with SEC requirements to become a key tool in communicating with shareholders and other stakeholders and sharing the corporate narrative. The range of both the topics covered and the stylistic methods by which disclosures are made have expanded beyond what most professionals would have anticipated. Although the 2024 proxy season closed just a few months ago, many governance teams are or will soon be gearing up to prepare their 2025 proxy statements. With that in mind,…