Performance Based Equity Compensation
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
On December 13, 2024, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Executive Compensation Policies effective for shareholder meetings occurring on or after...more
ISS and Glass Lewis generally publish changes to their proxy voting policies around this time of year. Glass Lewis recently issued its 2025 US Policy Guidelines listing changes and clarifications....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
Are you ever surprised that more companies don’t fail their say-on-pay votes? Say on pay was adopted by the SEC under a Dodd-Frank mandate signed into law against the backdrop of the 2008 financial crisis. The mandate was...more
As we near June 30, 2023, companies are advised to get a jump start on disclosure changes and possible updates to upcoming Form 10-Qs (or Form 10-Ks in the case of non-calendar year companies). The SEC recently updated the...more
Form 13F filers will need to file their first Form N-PX covering the period of July 1, 2023, to June 30, 2024, by August 31, 2024. Rule 14Ad1 of the Securities Exchange Act of 1934 (Exchange Act), which was adopted by...more
Many public companies will be required to include a "say on frequency" proposal at their 2023 annual meeting of stockholders. Since 2010, the Dodd-Frank Act has mandated that public companies submit, no less frequently than...more
As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more
The Securities and Exchange Commission (SEC) recently adopted, in a 3-2 vote, rule and form amendments impacting proxy disclosures reporting on Form N-PX (the “amendments”). The amendments that are applicable to mutual...more
As boards of directors of public companies prepare for their 2023 annual meetings and, relatedly, consider the voting results from 2022 annual meetings, we are being asked for advice concerning (a) the duties of...more
Shareholder activism has been a significant phenomenon amongst the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues. As such activism has continued to grow, it...more
Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. - Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes...more
For companies knee deep in proxy statement drafting and 2021 executive compensation decisions, we recommend a quick refresher on Glass Lewis’ December 2020 Approach to Executive Compensation in the Context of the COVID-19...more
Glass Lewis announced updates to its United States Proxy Voting Policy Guidelines late November 2020. The 2021 Proxy Voting Policy Guidelines include a variety of changes from the 2020 version, including new provisions...more
This comprehensive report covers trends in stockholder voting at annual meetings in the 2020 proxy season among the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV...more
Glass Lewis (“GL”) recently issued its 2020 Proxy Season Review (U.S.) (the “Report”) covering the U.S. 2020 Proxy Season (i.e., January 1, 2020 through June 30, 2020). GL reported on certain 2020 shareholder voting trends...more
Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter,...more
Our preliminary list of important planning considerations for the 2021 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes to...more
I previously blogged about certain compensation related updates to ISS’ proxy voting guidelines for 2020. With proxy season in full swing, I wanted to highlight some important compensation related changes to the Glass Lewis...more
Public companies should consider recent SEC and proxy advisory developments and other perennial executive compensation matters. This Client Alert offers a summary of the key executive compensation related reminders and...more
Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2020 proxy season. The ISS updates apply to...more
Skadden’s Executive Compensation and Benefits Group is pleased to provide you with its 2020 Compensation Committee Handbook. This edition reflects updates in applicable law and practices, including developments in director...more
Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more