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SEC Signals Coming Changes to Executive Compensation Disclosure

On June 26, 2025, the Securities and Exchange Commission (SEC) hosted a roundtable on executive compensation disclosure requirements with representatives from public companies, investors, industry groups and advisors. In his...more

Matters To Consider for the 2025 Annual Meeting and Reporting Season

Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more

2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

December 1 Deadline Approaches for Listed Companies To Adopt a Dodd-Frank Compliant Clawback Policy

By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) proposed listing...more

SEC Approves Stock Exchange Rules for Dodd-Frank Clawbacks

On June 9, 2023, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed listing standards implementing the SEC’s...more

2023 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

SEC Guidance Clarifies Some Issues Regarding Pay-Versus-Performance Disclosure, but Leaves Questions Unanswered

The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more

SEC Adopts Final Clawback Rules and Disclosure Requirements

On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Act. The final rules...more

SEC Adopts Long-Awaited Final Pay Versus Performance Disclosure Rules

On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose the relationship between the executive compensation actually paid to the company’s named...more

2022 Compensation Committee Handbook

Preface The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the Executive...more

2021 Compensation Committee Handbook

The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This seventh edition of the Compensation Committee Handbook from the lawyers of the Executive Compensation and...more

Proxy Advisory Firms Issue Compensation-Related Guidance Regarding the Impacts of the COVID-19 Pandemic

As discussed in our March 23, 2020, client alert “Recommendations for Compensation Committees During the COVID-19 Crisis,” compensation committees charged with implementing programs intended to incentivize and retain...more

Recommendations for Compensation Committees During the COVID-19 Crisis

As discussed in our March 20, 2020, client alert “Thoughts for Boards of Directors on the COVID-19 Crisis,” COVID-19 is testing the oversight skills of boards of directors as companies come to terms with the new normal in the...more

"Glass Lewis Issues 2016 US Proxy Policy Guidelines"

Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below. Conflicting Shareholder...more

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