Mastering proxy season: How to streamline preparation, enhance disclosures and engage shareholders
For publicly traded companies, proxy season is more than just a regulatory requirement — it’s an opportunity to communicate the corporate vision, reinforce trust with shareholders and showcase strategic progress.
Yet, for many organizations — and the general counsels at the heart of the action — it remains a daunting, time-consuming process. Coordinating disclosures across departments, ensuring compliance with evolving regulations and crafting a compelling narrative can feel like assembling a complex puzzle under tight deadlines.
The key to navigating proxy season successfully lies in shifting from a reactive mindset to a proactive approach. Read on for five essential tips to embed your preparation into ongoing corporate governance practices, streamline processes, mitigate risks and ultimately produce disclosures that are both compliant and engaging.
1) Turn proxy season into a year-round effort
Many companies fall into the trap of treating proxy season as an annual scramble, rushing to gather data, finalize filings and meet SEC deadlines. However, the most effective organizations integrate proxy preparation into their broader governance and communication strategies, ensuring that when the season arrives, they are well-positioned to deliver high-quality, thoughtful disclosures.
A structured timeline is essential. Early in the year, companies should establish a roadmap outlining key milestones, responsibilities and review cycles. Regular communication between legal, finance, HR and investor relations teams ensures that critical information — such as executive compensation data, governance policies and shareholder engagement strategies — is tracked consistently rather than compiled at the last minute.
Technology can also play a crucial role. Governance software designed for proxy management help streamline document collection, version control and compliance tracking, reducing administrative burden and minimizing the risk of errors. By making proxy preparation a continuous process rather than a last-minute rush, companies can improve accuracy, enhance messaging, and reduce stress across teams.
2) Balance compliance with a compelling narrative
At its core, a proxy statement is a legal disclosure document. But that doesn’t mean it has to be dry, overly technical or difficult to navigate. Companies that approach proxy materials as a storytelling opportunity — rather than just a compliance exercise — stand out in the eyes of investors and other stakeholders.
Striking the right balance between regulatory obligations and clear, engaging communication is critical. Disclosures should be structured for readability, avoiding excessive jargon and complex legal language. Tables and infographics can be powerful tools, making financial performance and governance structures more digestible. But beyond formatting, companies must provide context — helping shareholders understand not just what decisions were made, but why.
For example, when addressing executive compensation, it’s not enough to present raw numbers. Providing a narrative that explains how compensation structures align with company performance, shareholder value creation and long-term strategic goals can help mitigate concerns and foster greater trust. Similarly, when discussing risk factors or governance changes, transparency about the company’s approach to risk management can reassure investors that leadership is proactive in addressing potential challenges.
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Get the checklist3) Elevate proxy disclosures with ESG and key achievements
One of the most effective ways to enhance proxy statements is by incorporating Environmental, Social, and Governance (ESG) considerations. Investors are increasingly scrutinizing how companies address sustainability, diversity and corporate responsibility, and the proxy statement serves as a key platform for demonstrating commitment to these issues.
Rather than treating ESG as a standalone section, companies should weave it into broader discussions of strategy, risk management and performance. Highlighting achievements — such as reductions in carbon footprint, progress on diversity initiatives or innovations in corporate governance — can reinforce the company’s long-term vision and strengthen investor confidence.
Beyond ESG, emphasizing key milestones and strategic successes can make disclosures more compelling. Whether it’s a major market expansion, a successful product launch or record-breaking financial performance, framing the company’s accomplishments within the proxy narrative helps shareholders see the bigger picture of growth and resilience.
4) Strengthen risk oversight and governance
Proxy season also serves as an opportunity to reinforce the company’s approach to risk oversight. A well-defined governance framework — supported by clear policies, regular board evaluations and transparent reporting — helps reassure shareholders that leadership is actively managing both current and emerging risks.
Collaboration with external advisors, such as law firms and compensation consultants, can further enhance risk oversight. These experts provide valuable guidance on regulatory developments, evolving shareholder expectations and best practices for governance. By leveraging external insights, companies can refine their disclosures, stay ahead of compliance requirements and address potential shareholder concerns before they escalate.
5) Engage shareholders and nurture relationships
Proxy season is more than just a regulatory exercise; it’s a critical touchpoint for shareholder engagement. Companies that take a proactive approach — maintaining open communication with investors throughout the year rather than just during proxy season — tend to build stronger, more trusting relationships.
Engagement strategies such as investor roadshows, shareholder Q&A sessions and direct outreach can provide valuable feedback on governance practices, compensation policies and corporate strategy. Additionally, ensuring that proxy materials are accessible — both in terms of language and voting logistics — encourages greater shareholder participation in the voting process.
Transparency is key. When companies clearly articulate their long-term vision, governance philosophy and performance metrics, they not only fulfill compliance requirements but also reinforce investor confidence.
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Download the guideThe bottom line: Transform proxy season into a strategic advantage
Rather than viewing proxy season as a regulatory burden, companies should treat it as a strategic opportunity. A well-prepared proxy statement does more than check compliance boxes — it tells a story, builds investor confidence, and strengthens governance practices.
By adopting a proactive, year-round approach to preparation, balancing compliance with compelling communication and prioritizing transparency in shareholder engagement, companies can turn proxy season into a powerful tool for reinforcing their corporate narrative and long-term vision.
Now is the time to start planning for this year’s fast approaching proxy season, if you haven’t begun preparing already. With the right strategies in place, general counsels can not only help their organizations meet regulatory requirements but also strengthen stakeholder relationships and set the stage for sustained success.
Download the General Counsel's Year-End Reporting Checklist — a step-by-step guide to help streamline proxy season preparation and elevate disclosures with purpose-built governance software.
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