Jon Solorzano is a Partner at Vinson & Elkins LLP. This post is based on his Vinson & Elkins memorandum.
1. Update Your Disclosure Playbook
Major investors are increasingly using AI to decide how to vote proxies, and JPMorgan’s industry-first decision to replace its external proxy advisors with an in-house AI tool signals that the trend is accelerating. Coupled with the SEC’s renewed focus on materiality and streamlined disclosure under Regulation S-K, this new environment calls for a new disclosure playbook.
Companies should now draft disclosures with both human and AI readers in mind, delivering concise, decision-useful information that reasonable investors would deem important and presenting disclosure in machine-readable formats. They should also monitor developments around shareholder proposals and track how major shareholders vote. As AI-driven analyses increasingly shape first impressions of regulatory filings, past voting patterns could become a less reliable indicator of future votes.
