Harvard Corporate Governance

AUGUST 1, 2023

Posted by Mary Ann Deignan, Rich Thomas, and Kathryn Night, Lazard, on Tuesday, August 1, 2023 Editor's Note: Mary Ann Deignan is Head of Capital Markets Advisory, and Rich Thomas and Kathryn Night are Managing Directors in the Capital Markets Advisory group at Lazard. This post is based on a Lazard memorandum by Ms.

Marketability 242

Marketability Total Shareholder Return Alpha Market Capitalization 242

Reynolds Holding

NOVEMBER 30, 2023

With respect to a registrant providing initial Pay versus Performance disclosure in its 2023 proxy statement for three years (as permitted by Instruction 1 to Item 402(v) of Regulation S-K), may the registrant present the peer group total shareholder return for each of the three years using the 2022 peer group? Answer: No.

Compliance 40

Compliance Total Shareholder Return Dividends Market Capitalization 40

Cooley M&A

JANUARY 30, 2024

Activist target profile: Top flags for tech and healthcare companies Activists are stock pickers – generally building a position at a target company only if they can drive meaningful risk-adjusted returns. Promoting director share ownership where possible, including through open market director purchases.

Market Capitalization 52

Market Capitalization Equity Marketability Total Shareholder Return 52

Reynolds Holding

SEPTEMBER 6, 2022

footnote disclosure to the table for any amounts deducted and added to total compensation of the NEOs to determine the amount of compensation “actually paid” (as described below) and certain related assumptions, as well as the name of each CEO and other NEO included in table for each year and the fiscal year for which they were included.

Total Shareholder Return 45

Total Shareholder Return Equity Dividends Market Capitalization 45