Public companies impacted by the coronavirus pandemic still have time to access regulatory relief from the Securities and Exchange Commission (SEC) for filings due by April 30. In addition, the SEC is providing companies...more
In late February, the SEC approved what it labeled “Guidance on Public Company Cybersecurity Disclosures.” And, sure enough, about three-quarters of its 24 pages focus on the various categories and locations of cybersecurity...more
Most companies are now devoting substantial resources and effort to ensuring compliance with the SEC’s new rules requiring disclosure of the ratio of the CEO’s and median employee’s respective annual total compensation....more
As everyone knows by now, the SEC amended Item 402 of Regulation S-K, as required by the Dodd-Frank Act, to state that all companies required to provide executive compensation disclosure under Item 402(c) of Regulation S-K...more
The proxy rules require that public companies submit a nonbinding proposal to their shareholders every six years regarding how often they should hold say-on-pay votes, known as “say-on-frequency.” Most companies held their...more
The proxy rules require that public companies submit a proposal to their shareholders every six years regarding how often they should have say-on-pay votes, known as “say-on-frequency”. Most companies held their first...more
Last year about this time General Electric made a splash with its revamped Form 10-K, which it augmented with a short video introduction from its CEO, Jeff Immelt. This year, GE launched what it calls an Integrated Summary...more
With calendar year companies currently in the midst of drafting their proxy statements, it is time to consider the often overlooked director compensation disclosures.
Changes in director compensation...more
After a decade of inattention, the SEC staff has recently sought to clarify the still-murky proxy statement unbundling rule. First came three C&DIs issued back in January 2014 (see this Doug’s Note). Then just weeks ago, the...more
Creative use of non-GAAP financial measures has become standard practice in public company disclosures. Management, quite correctly in most cases, often believes that the company’s dry GAAP financial statements fail to fully...more
Much is being made of the January 16th statement by SEC Chair Mary Jo White regarding a company’s ability to exclude a shareholder proposal from its proxy statement based on Rule 14a-8(i)(9), which allows exclusion when a...more
Whether they call it ESG (environment, social responsibility and governance), CR (corporate responsibility), sustainability or something else, more and more companies are choosing to voluntarily disclose their efforts and...more
Earlier this month, the SEC announced charges against six public companies for contributing to their insiders’ failure to properly file Form 4s or for violating the Item 405 proxy disclosure requirements for late insider...more
It’s common knowledge that investors, analysts and other stakeholders view certain non-financial information as increasingly important indicators of a company’s long-term value. This information tends to be grouped into three...more
6/20/2014
/ Disclosure ,
Fair Market Value ,
Institutional Investment ,
Investors ,
Proxy Statements ,
Risk Management ,
S&P ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Sustainability ,
Sustainable Business Practices ,
Transparency
With the recent emphasis on proxy statement compensation disclosure, director independence and corporate governance, little attention has been paid to another issue that can delay your proxy statement mailing schedule and...more
It’s no secret that proxy statements are rapidly evolving into full-blown marketing documents. The introduction of the CD&A began the trend back in 2006 (although it took a while for companies to move beyond black and white...more