Public Company Advisor - January 2013: Considerations in Drafting Your 2013 Proxy Statement


The 2013 proxy season is shaping up to be another challenging year, with the new Securities and Exchange Commission (“SEC”) disclosure requirements for compensation consultant conflicts of interest, the continued focus on governance and compensation issues by proxy advisors and institutional investors and the first year of say on pay for smaller reporting companies. In this edition of the Public Company Advisor, we provide a brief overview of five issues for companies to consider in drafting their 2013 proxy statement.

Compensation Consultant Conflict of Interest Disclosure -

The SEC adopted new rules in 2012 broadening the already required proxy statement disclosure about compensation consultants to include a discussion of “conflicts of interest”. Proxy statements for 2013 annual meetings must provide disclosure about any conflict of interest with the compensation consultant, including the nature of the conflict and how it is being addressed. The SEC did not define conflict of interest, but indicated that the following six factors are relevant to the analysis...

Please see full publication below for more information.

LOADING PDF: If there are any problems, click here to download the file.

Written by:


King & Spalding on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.