As we recently noted (see our Corporate & Securities Law blog from October 26, 2022, “SEC Adopts New Executive Compensation Clawback and Disclosure Rule”), in accordance with Section 954 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 final regulations (Release No. 34-96159) (the “Final Rules”) regarding so-called “Clawback Policies”.
As we previously commented more than seven years ago (see our blog from May 4, 2015, “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 specified publicly-held companies to disclose the relationship between their financial performance and the compensation that is actually paid to their named executive officers (”NEOs”).
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 performance and the compensation that is actually paid to their named executive officers.
Continue Reading Finally! SEC Proposes New Pay for Performance Disclosure Regulations
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 and the ratio of that median to the annual total compensation of the company’s chief executive officer.
Continue Reading At Long Last: SEC Proposes New Rules to Compel Disclosure of CEO Pay as Ratio to Median Employee Pay
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 5, 2012 blog entitled “President Obama Signs JOBS Act: Landmark Reform for Small and Emerging Growth Companies Now Law”.
Continue Reading Emerging Growth Company IPO Filings Initially Embrace JOBS Act’s Reduced Executive Compensation Disclosure Requirements
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 compensation adviser independence requirements.
Continue Reading SEC Adopts New Rules Calling For Greater Independence Standards For Compensation Committees And Their Advisers
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 Spotlight on Pay For Performance Intensifies as ISS Releases New Evaluation Methodology for 2012 Proxy Season
With the end of April 2011, it has been one-hundred days 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”). Our Say-On-Pay Site provides periodic blogs on Say-on-Pay developments, along with an overview of the applicable rules and requirements, and there are also updated Say-On-Pay voting results and statistics.
Continue Reading The First 100 Days of Say-On-Pay Mark Many More Failed Votes and the Advent of Say-On-Golden Parachutes
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 compensation committee and compensation advisor independence requirements.
Continue Reading SEC Proposes New Rules Calling For Greater Independence Standards for Compensation Committees and Their Advisors
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”). Our Say-On-Pay Site provides periodic blogs on Say-on-Pay developments, along with an overview of the applicable rules and requirements, and there are also Say-On-Pay voting results and statistics which we have been updating and posting on a daily basis.
Continue Reading The Latest Results and Trends after Second Month of Say-on-Pay Voting
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 this section so please check back to obtain the latest results and commentary.
Continue Reading Say-On-Pay Blogs and Up-to-Date Voting Results