Annual Proxy Season: Are You Ready For It? (Video)

The 2025 proxy season is fast approaching, and public companies should prepare themselves well in advance. We offer the following checklist of certain year-end compensation considerations which can help public companies position themselves for success in the new year.

Item #1: Equity plan maintenance

Maintaining equity plans requires public companies to think ahead about whether the plan needs any amendments which would be subject to the approval of shareholders and/or the Toronto Stock Exchange (TSX). Draft the relevant amendments and proxy circular disclosure well in advance of finalizing the circular.

Key considerations

• Consider whether shareholder approval is required at the company's next annual general meeting. Do any equity plans require material amendments this year (for example, to increase the share reserve under the plan)—and if so, do TSX rules or the plan terms require shareholder approval? Are any evergreen equity plans due for shareholder