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
The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends. The following governance and disclosure developments should be considered in the course of preparing these filings....more
1/16/2019
/ CD&A ,
Compensation Committee ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Diversity ,
Division of Corporate Finance ,
Emerging Growth Companies ,
Form 10-K ,
Glass Lewis ,
Government Shutdown ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
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
In order to facilitate discussion on the role of proxy advisory firms at the upcoming Roundtable on the Proxy Process, which is scheduled for November 2018, the SEC staff has determined to withdraw two no action letters that...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
As many institutional investors have concluded, prevailing governance policies and practices have not produced desired board refreshment, which these investors would support in order to strengthen expertise, promote diversity...more
Companies that have previously adopted mainstream proxy access bylaws received a vote of confidence from the SEC earlier this month when the agency issued 18 no-action letters, 15 of which allowed the company to exclude...more