Model Proxy Disclosure: Split CEO and Chairman

Summary

This template disclosure language may be used by an issuer in drafting the board leadership disclosures required by its annual proxy statement, and assumes that a company has separated the chairman and CEO roles. Item 407(h) of Regulation S-K requires that companies make certain disclosures about their board leadership structure in their annual proxy statements. This template includes practical guidance, drafting notes, and optional clauses. For a full listing of related proxy statement and annual meeting content, see Proxy Statement and Annual Meeting Resource Kit. For template disclosure for a company that allows an individual to hold both the roles of chairman and CEO, see Model Proxy Disclosure: Combined CEO and Chairman. For more information on the ways companies allocate executive and board management responsibilities, see CEOs, Chairs and Lead Directors: Who Leads the Board?