As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure materials. Some of these matters are requirements of new Dodd-Frank Act rules and others are based on lessons gleaned from the 2012 annual meeting and reporting season. The items discussed below will not apply equally to all companies. Whether a particular item applies and how a company should address it will depend on, among other things, the company’s business, shareholder base and executive compensation plans and programs.
Incorporate lessons from 2012 say-on-pay results. In the 2012 proxy season, approximately:
• 69 percent of say-on-pay proposals passed with more than 90 percent support;
• 21 percent passed with between 70.1 and 90 percent support;
• 7 percent passed with between 50 and 70 percent support; and
• 3 percent (61 companies) obtained less than 50 percent support.
Please see full memorandum below for more information.
Firefox recommends the PDF Plugin for Mac OS X for viewing PDF documents in your browser.
We can also show you Legal Updates using the Google Viewer; however, you will need to be logged into Google Docs to view them.
Please choose one of the above to proceed!
LOADING PDF: If there are any problems, click here to download the file.
Topics: Annual Meeting, Compensation Committee, Compliance, Conflict Mineral Rules, Dodd-Frank, Executive Compensation, Resource Extraction, SEC, Shareholders
Published In: Administrative Agency Updates, Business Organization Updates, General Business Updates, Securities Updates
DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
© Skadden, Arps, Slate, Meagher & Flom LLP | Attorney Advertising