Category Archives: SEC and Disclosure of Compensation

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Back To The Future – Should Stock Incentive Plans Impose Grant Limits on Non-Employee Director Awards?

On April 30, 2015, the Court of Chancery of the State of Delaware rendered an important case decision in a procedural matter dealing with the equity compensation  of non-employee members of a company’s board of directors (see Calma v. Templeton, Delaware Court of Chancery C.A. No. 9579-CB) (“Calma”).  As we discuss in this blog, companies … Continue Reading

Finally! SEC Proposes New Pay for Performance Disclosure Regulations

On April 29, 2015, in accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”), the Securities and Exchange Commission (the “SEC”) issued a press release and published proposed regulations (Release No. 34-74835) (the “Proposed Rules”) to require certain publicly-held companies to disclose the relationship between their financial … Continue Reading

As 2015 Proxy Season Looms, Companies Should Consider Scrutinizing Stock Incentive Plans and Equity Grant Practices in Light of New ISS Equity-Based Compensation Plan Scorecard Policy

As discussed in our October 21, 2014 blog article, Institutional Shareholder Services Inc. (“ISS”), a proxy voting advisor, instituted changes in its process for evaluating equity incentive compensation plan proposals which are being submitted for shareholder approval.  These changes were effective for shareholder meetings occurring on or after February 1, 2015.  ISS has released a … Continue Reading

Changes on Horizon for Equity Compensation Plans as ISS Issues New Draft Policy

Recent announcements by Institutional Shareholder Services Inc. (“ISS”), a proxy voting advisor, indicate that publicly held U.S. companies may need to consider implementing certain modifications to their equity compensation plans and grant practices.  Among other things, ISS provides its institutional investor clients with recommendations on how to vote on issuer proposals (such as the adoption … Continue Reading

At Long Last: SEC Proposes New Rules to Compel Disclosure of CEO Pay as Ratio to Median Employee Pay

On September 18, 2013, in accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”), the Securities and Exchange Commission (the “SEC”) issued a press release and published proposed rules (Release Nos. 33-9452; 34-70443) (the “Proposed Rules”) to require certain publicly-held companies to disclose the median annual total compensation of all employees … Continue Reading

Emerging Growth Company IPO Filings Initially Embrace JOBS Act’s Reduced Executive Compensation Disclosure Requirements

On April 5, 2012, the President signed into law the “Jumpstart Our Business Startups Act” (JOBS Act).  The JOBS Act also allows small businesses to harness “crowdfunding,” expands “mini-public offerings,” and streamlines the process for going public for “emerging growth companies”.   For a discussion of general provisions in the JOBS Act, please see our April … Continue Reading

SEC Adopts New Rules Calling For Greater Independence Standards For Compensation Committees And Their Advisers

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) for adopting regulations required by section 952 of the Reform Act, the Securities and Exchange Commission (the “SEC”) on June 20, 2012 issued a press release and published final rules (Release No. 33-9330) (the “Final Rules”) for compensation committee and … Continue Reading

Spotlight on Pay For Performance Intensifies as ISS Releases New Evaluation Methodology for 2012 Proxy Season

The arrival of a new year means that another proxy season is not that far off.  A highlight of the 2011 proxy season was that it marked the first year in which shareholder advisory votes on executive compensation (“Say on Pay”) were conducted in accordance with the Dodd-Frank Act.… Continue Reading

SEC Proposes New Rules Calling For Greater Independence Standards for Compensation Committees and Their Advisors

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) and its own timetable for proposing regulations required by section 952 of the Reform Act, the Securities and Exchange Commission (the “SEC”) on March 30, 2011 issued a press release and published proposed rules (Release No. 33-9199) (the “Proposed Rules”) for … Continue Reading

The Latest Results and Trends after Second Month of Say-on-Pay Voting

It has now been two months since shareholders were able to render advisory votes on the executive compensation provided at their publicly-held companies in accordance with rules adopted by the Securities and Exchange Commission (“SEC”) in January 2011 (“Say-On-Pay”). These rules were promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”). … Continue Reading

Say-On-Pay Blogs and Up-to-Date Voting Results

Please read our latest update on Say-on-Pay and frequency voting results, which includes summary results and detailed company-by-company results.  The results are sorted by the company’s SEC filer status and by the date on which the annual shareholder meeting was held.  We will be regularly updating this information as well as periodically posting new  blogs in … Continue Reading

Trends Developing after First Month of Say-on-Pay Votes

It has now been one month since shareholders were able to render advisory votes on the executive compensation provided at their publicly-held companies in accordance with rules adopted by the Securities and Exchange Commission (“SEC”) in January 2011 (“Say-On-Pay”). These rules were promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”). … Continue Reading

A Rising Tide for Annual Say-on-Pay Votes

As we recently reported in our January 28, 2011 blog “Some Interesting New Developments as SEC Adopts Final Say-On-Pay Rules“ the Securities and Exchange Commission last week approved final rules which regulate how public company’s shareholders can render advisory votes on their company’s executive compensation (“Say-on-Pay”). These rules were promulgated under the Dodd-Frank Wall Street Reform … Continue Reading

Some Interesting New Developments as SEC Adopts Final Say-on-Pay Rules

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) and its own October 2010 proposed rules (Release No. 33-9153) (the “Proposed Rules”), the Securities and Exchange Commission (the “SEC”) on January 25, 2011 announced its adoption by a 3-2 vote of final regulations for shareholder advisory votes on executive … Continue Reading

Companies Should Not Take Lightly the Need for Full Compliance with the SEC’s Executive Compensation Disclosure Rules

As calendar year companies work on preparing their 2011 proxy statement materials, we wanted to report on a recent development that highlights the importance of a company’s full disclosure of, and compliance with, the SEC’s executive compensation disclosure rules. … Continue Reading

Time to Get Ready for Say-on-Pay as SEC Releases Proposed Rules

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) and its own timetable for proposing regulations required by section 951 of the Reform Act, the Securities and Exchange Commission on October 18, 2010 issued a press release and published proposed rules (Release No. 33-9153) (the “Proposed Rules”) for shareholder … Continue Reading

Legal Update: Dodd-Frank Redefines “Accredited Investor” and the SEC Provides New Guidance

This blog posting is an update to our blog posting entitled Legal Update: Dodd-Frank Redefines “Accredited Investor”, in which we explained that Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act amended the definition of “accredited investor” under Rule 215 of the Securities Act of 1933 and Rule 501 of Regulation D … Continue Reading

Proxy Season Heats Up as New Executive Compensation Rules are Effective and SEC Provides New Disclosure Guidance

With Spring just a few weeks away, it also means that the annual proxy statement season for calendar year public companies is in full swing. February 28th marked the effective date for the SEC’s expanded executive compensation and corporate governance disclosure rules which we have previously reported on (see our December 18, 2009 blog).… Continue Reading

SEC Provides Guidance on Effective Dates of Expanded Executive Compensation and Corporate Governance Rules

As we recently reported in our December 18, 2009 blog article, the SEC adopted substantial amendments on December 16, 2009 that significantly expand the executive compensation and corporate governance disclosure requirements for publicly held companies. These new rules were presumably adopted now in order to become effective for the 2010 proxy season but, as we … Continue Reading

Just in Time for 2010 Proxy Season – SEC Adopts Significant Expansion of Executive Compensation and Corporate Governance Rules

As anticipated, on December 16, 2009, the Securities and Exchange Commission (“SEC”) presented investors and corporate governance reform advocates with a holiday gift by adopting substantial amendments to the executive compensation and corporate governance disclosure requirements for publicly held companies. The amendments reflect the SEC’s efforts to increase investor awareness of companies’ executive compensation practices … Continue Reading

Changes in Store for 2010 Proxy Season as SEC Proposes Significant Expansion of Executive Compensation and Corporate Governance Rules and Treasury Releases Draft New Legislation

As anticipated and in response to the “turmoil in the markets during the past 18 months”, on July 10, 2009 the Securities and Exchange Commission (“SEC”) proposed substantial amendments to the executive compensation and corporate governance disclosure requirements for publicly held companies.… Continue Reading

New TARP Executive Compensation Guidance and a Call for Further Reform in Executive Compensation Practices

June 10,2009 marked an extraordinary day of announcements affecting executive compensation for both recipients of financial assistance from the Troubled Asset Relief Program (“TARP”) and other publicly held companies, including: The U.S. Department of the Treasury (“Treasury”) issued a statement outlining the Administration’s expectations and planned legislative proposals for executive compensation reform for publicly held … Continue Reading
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