J. Sue Morgan

J. Sue Morgan

Perkins Coie

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Preparing for the 2017 Public Company Reporting Season

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

12/1/2016 - Annual Meeting C&DIs CalPERS Corporate Officers Directors Disclosure Requirements Form 10-K Glass Lewis Golden Leash Arrangements Iran ISS Joint Comprehensive Plan of Action (JCPOA) Non-GAAP Financial Measures Pay Ratio PCAOB Proxy Season Proxy Statements Proxy Voting Guidelines Regulation G Regulation S-K Say-on-Pay SEC Universal Proxy Cards

Changing Proxy Rules: SEC Proposes to Require Universal Proxy Cards

The SEC, by a two-to-one vote on October 26, 2016, proposed amendments to its proxy rules to require universal proxy cards in contested director elections at annual meetings of listed U.S. public companies. If adopted, the...more

11/7/2016 - Directors Disclosure Requirements Investors Proxy Access Proxy Season Proxy Voting Guidelines Publicly-Traded Companies SEC Shareholders

Proxy Access Update—Preparing for the 2016 Proxy Season

Proxy access predominated corporate governance issues for the 2015 proxy season, with over 100 proposals submitted on the topic, compared to 18 in 2014. Shareholder proponents achieved significant success in 2015, with an...more

11/18/2015 - Proxy Access Proxy Season SEC Shareholder Proposals Shareholder Votes

SEC Proposes Rules to Implement Dodd-Frank Act Executive Compensation Clawback

The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more

8/3/2015 - Clawbacks Disclosure Requirements Dodd-Frank Emerging Growth Companies Federal Register Foreign Private Issuers Form 10-K Incentive Compensation Regulation S-K Reporting Requirements Sarbanes-Oxley SEC Securities Exchange Act Shareholders Stock Appreciation Rights Stock Exchange Stocks

SEC Proposes Rules to Implement JOBS Act Relief From Exchange Act Registration Requirements

In December 2014, the Securities and Exchange Commission (SEC) proposed rules to implement Title V and Title VI of the Jumpstart Our Business Startups Act (JOBS Act), which permit early stage companies to defer registration...more

2/11/2015 - Issuer Exemption JOBS Act Proposed Regulation Public Comment Registration SEC Securities Exchange Act Startups Title V Title VI

Financial Reform Act: SEC Proposes CEO Pay Ratio Disclosure Rules

Recently, the SEC, by a vote of 3 to 2, proposed long-delayed and controversial rules to implement the “CEO pay ratio” disclosure mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposed...more

10/2/2013 - CEOs Disclosure Requirements Pay Ratio SEC Wages

What’s New in Executive Compensation for the Upcoming Proxy Season: Compensation Committee and Adviser Independence, ISS...

Public companies preparing for the upcoming 2013 proxy season will need to keep in mind a number of new developments related to executive compensation, including: - New Securities and Exchange Commission rules that...more

11/28/2012 - Compensation Committee Executive Compensation ISS Listing Standards Nasdaq Proxy Voting Guidelines Say-on-Pay SEC

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