Last week, Glass Lewis issued the client communication below previewing changes to its quantitative pay-for-performance (P4P) model that will become effective for shareholder meetings starting in 2026. The announcement...more
As previewed in this May 22 Cooley alert, on Thursday, June 26, the Securities and Exchange Commission (SEC) hosted a roundtable meeting to discuss potential updates to the existing executive compensation disclosure...more
The Securities and Exchange Commission (SEC) last week announced that, on June 26, 2025, it will host a roundtable meeting to discuss potential updates to the existing executive compensation disclosure requirements. The...more
As explained in this March 12 Cooley alert, the impact of the Trump administration’s evolving tariff regime will be felt by US companies across the board. Many will encounter rising material costs and reduced profit margins,...more
As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders...more
Changes effective starting on January 1, 2027 -
In the last few days preceding President Donald Trump’s inauguration, the IRS under the Biden administration proposed regulations to implement amendments to Internal Revenue...more
On January 31, 2025, Vanguard issued its proxy voting policy for US portfolio companies, following the publication of BlackRock’s proxy voting guidelines for benchmark policies – US securities in December 2024. The updates...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to...more
1/14/2025
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On December 17, 2024, one of the two most influential proxy advisory firms, ISS, released its Proxy Voting Guidelines Benchmark Policy Changes for 2025: US, Canada, and Americas Regional, which provides updates to its voting...more
The recent homicide of UnitedHealthcare CEO Brian Thompson has put a spotlight on executive security and has prompted many companies to reassess how they are protecting their top executives. We also believe that in the wake...more
On November 14, 2024, Glass Lewis, one of the two most influential proxy advisory firms, released updates to its voting policies for the 2025 proxy season. The Glass Lewis 2025 Benchmark Policy Guidelines will apply for...more
Institutional Shareholder Services (ISS) uses peer group data as one input in their analysis of a company’s executive pay program that may ultimately impact their vote recommendation for a company’s “say-on-pay” proposal...more
On October 11, 2024, Institutional Shareholder Services (ISS) released a new FAQ regarding clawback policies as an update to its United States Executive Compensation Policies, which give insight into, among other things, ISS...more
ISS and Glass Lewis annual policy surveys have launched -
As is typical, executive compensation issues are covered in the Institutional Shareholder Services (ISS) and Glass Lewis annual policy surveys this year, with each...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to...more
Institutional Shareholder Services (ISS) and Glass Lewis, the two most influential proxy advisory firms, recently released updates to their voting policies for the 2024 proxy season. The ISS US policy update will apply for...more
Compensation matters, including retention packages, equity treatment and related disclosure, are always key negotiating points in M&A transactions. In a challenging M&A market that is stifled by overall volatility and...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to...more
The Securities and Exchange Commission adopted final rules that impose new conditions on the availability of the Rule 10b5-1 affirmative defense to insider trading and require enhanced disclosures regarding the adoption,...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted a new rule governing the recovery (i.e., clawback) of erroneously awarded incentive compensation. The new rule implements Section 954 of the Dodd-Frank...more
The Internal Revenue Service has announced cost-of-living-adjusted limits for 2023 that affect the operation of tax-qualified retirement plans, including 401(k) plans and certain other types of employee benefit plans, such as...more
Background On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay-versus-performance rules (codified in Item 402(v) of Regulation S-K), 12 years after the Dodd-Frank Wall Street Reform and Consumer...more
On December 15, 2021, the Securities and Exchange Commission announced that it proposed amendments that would impose new conditions on the availability of the Rule 10b5-1 affirmative defense, as well as new disclosure and...more
The Internal Revenue Service has announced cost-of-living-adjusted limits for 2022 that affect the operation of tax-qualified retirement plans, including 401(k) plans, and certain other types of employee benefit plans,...more
Background On November 4, 2021, Institutional Shareholder Services (ISS) released proposed updates to its US benchmark voting policies for 2022, with a public comment period running through November 16, 2021. The draft policy...more