NYSE, NYSE American and Nasdaq have postponed the effective date of the proposed clawback listing standards, so they would take effect on October 2, 2023, and issuers would be required to adopt compliant clawback policies by...more
Earlier this year, in connection with final rulemaking by the Securities and Exchange Commission (the “SEC”), Nasdaq, NYSE and NYSE American proposed listing standards requiring that listed issuers adopt clawback policies to...more
Most reporting companies are required to provide pay versus performance disclosure in their 2023 proxy statements as a result of rules finalized by the Securities and Exchange Commission in September 2022....more
The Securities and Exchange Commission (the “SEC”) has adopted final rules requiring additional disclosures on the relationship between executive compensation and financial performance. SEC disclosure counsel should...more
9/14/2022
/ CD&A ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
New Rules ,
Pay Ratio ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic. Now the SEC has released additional...more
9/23/2020
/ Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Guidance Update ,
Perks ,
Personal Benefit ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
1/22/2020
/ Audits ,
Board of Directors ,
Confidential Information ,
Corporate Governance ,
Corporate Social Responsibility ,
Critical Audit Matters (CAMs) ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Hedging ,
Institutional Shareholder Services (ISS) ,
MD&A Statements ,
New Guidance ,
No-Action Letters ,
Overboarding ,
PCAOB ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulation S-K ,
Risk Assessment ,
Securities ,
Securities and Exchange Commission (SEC) ,
Woman Board Members ,
XBRL Filing Requirements
ISS released its annual update of frequently asked questions on its US Compensation Policies on December 20, 2018 (preliminary updates had been released in November). The updates are effective for shareholder meetings...more
Information on self-selected peer groups may influence ISS as it constructs the peer groups that it uses in its pay for performance analysis in its voting reports. According to the ISS press release, companies that have made...more
This week, during his opening remarks at the 2017 National Conference of the Society for Corporate Governance, SEC Commissioner Michael Piwowar remarked on prospects for repealing or delaying the CEO pay ratio rule.
Under...more
Companies frequently wrestle with perks in their proxy executive compensation disclosure. Whether an item constitutes a perk often requires judgment based on the facts and circumstances, and disclosure may elicit intense,...more
While passage in the House seems likely, the Financial Choice Act may undergo significant changes before it may pass in the Senate. Here is a summary of certain governance and executive compensation provisions that are...more