News & Analysis as of

Compensation & Benefits Proxy Statements

Latham & Watkins LLP

Key Compensation Items for 2024 Proxy Season and Beyond - February 2024

Latham & Watkins LLP on

Pursuant to rules that the Securities and Exchange Commission (SEC) issued in late 2022, publicly traded companies must generally provide both tabular and narrative and/or graphical disclosure of the relationship between...more

Nelson Mullins Riley & Scarborough LLP

SEC Releases C&DIs Clarifying Certain ‘Pay vs Performance’ Questions

In a series of 15 Compliance and Disclosure Interpretations (“C&DI”s), the U.S. Securities and Exchange Commission on Feb. 10, 2023 attempted to clarify certain questions that have arisen as reporting companies prepare their...more

Nelson Mullins Riley & Scarborough LLP

Never Too Late – SEC Enacts Pay vs. Performance Disclosure Rules

A mere 12 years after they were mandated by Dodd-Frank, the SEC adopted so-called “pay versus performance” rules on August 25, 2022. The rules require companies to provide a new table in their proxy or information statements,...more

Proskauer - Employee Benefits & Executive...

CEO Self-Evaluation: To Thine Own Self (Assessment) Be True

“Report cards” may bring to mind evaluating middle school students, not CEOs of multi-billion dollar companies. But over the last decade, some companies have adopted a CEO “self-assessment” for evaluating the performance of...more

Mayer Brown Free Writings + Perspectives

2022 Proxy and Annual Report Season: The Time to Get Started Is Now

Once again, it is time to prepare for the proxy and annual report season. There are many issues to take into consideration when crafting required regulatory disclosures in a manner that conveys effective messaging to the...more

Stinson - Corporate & Securities Law Blog

Proxy Statement Adequately Described Purpose of Equity Incentive Plan

In Pascal v. Czerwinski et al, the Delaware Court of Chancery considered whether disclosures in Columbia Financial’s 2019 proxy statement related to the adoption of an equity incentive plan, or EIP, were adequate. ...more

Mayer Brown Free Writings + Perspectives

Another Perqs Related Order from the SEC

The Securities and Exchange Commission announced the entry of an order settling charges against a registrant relating to the failure to disclose fully perquisites and benefits provided to the former chief executive officer. ...more

Stinson - Corporate & Securities Law Blog

SEC Charges Company for Undisclosed Perqs

In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. for failure to disclose perqs provided to its CEO and board member, Mark E. Watson III....more

Mayer Brown Free Writings + Perspectives

House Financial Services Committee and House of Representatives Address Capital Formation Related Bills

This past week, the House Financial Services Committee considered and passed a few bills that would, if passed by the House, result in changes to the securities laws. ...more

Mayer Brown Free Writings + Perspectives

Market Trends 2018/2019: Staff Legal Bulletins No.14I and 14J on Shareholder Proposals

This market trends article discusses Staff Legal Bulletin No. 14I and Staff Legal Bulletin No. 14J of the Divisionm of Corporation Finance of the Securities and Exchange Commission, both of which provide guidance with respect...more

Stinson - Corporate & Securities Law Blog

Revising 162(m) Disclosures in Proxy Statements

The Section 162(m) deduction limit for performance-based compensation was repealed by the Tax Cut and Jobs Act, effective for taxable years beginning after December 31, 2017, subject to transition relief. ...more

Stinson - Corporate & Securities Law Blog

Court Declines to Approve Settlement in Director Pay Suit

In Stein v. Blankfein et al the Delaware Court of Chancery considered a proposed settlement of litigation against directors of Goldman Sachs....more

Mayer Brown Free Writings + Perspectives

2019 Proxy and Annual Reporting Season: Let the Preparations Begin

It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season. Advance planning greatly contributes to a successful proxy season, culminating with the annual meeting...more

McGuireWoods LLP

SEC Updates Compliance and Disclosure Interpretations of Proxy Rules, Schedules 14A/14C

McGuireWoods LLP on

On May 11, 2018, the U.S. Securities and Exchange Commission’s Division of Corporation Finance issued a consolidated set of Compliance and Disclosure Interpretations (C&DIs) of the proxy rules and Schedules 14A/14C. The...more

BCLP

Benefit Plan Disclosure affected by SEC Staff Compliance and Disclosure Interpretations of Proxy Rules and Schedules 14A/C

BCLP on

The SEC staff regularly publishes “Compliance and Disclosure Interpretations” (C&DIs) on various securities matters. Recently, the staff issued new C&DIs related to the SEC’s proxy rules....more

Stinson - Corporate & Securities Law Blog

SEC Issues FAQs on Compensation Plan Proposals Included in Proxy Statements

The SEC has issued a series of frequently asked questions, which in SEC speak are referred to as Compliance and Disclosures Interpretations (or C&DIs for short), on proxy statements and proxy solicitations. ...more

Orrick, Herrington & Sutcliffe LLP

Director Compensation Litigation and Governance Updates: Three Things Every Public Company Director Should Know

Director compensation suits may survive a motion to dismiss in Delaware even if director compensation is within a shareholder-approved limit. ...more

Stinson - Corporate & Securities Law Blog

Initial Tax Disclosures Regarding 162(m) in Proxy Statements

Many know that the Section 162(m) deduction limit for performance-based compensation has been repealed by the recent tax legislation together with implementation of other changes, effective for taxable years beginning after...more

Wilson Sonsini Goodrich & Rosati

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

Orrick, Herrington & Sutcliffe LLP

How to Avoid Director Pay Litigation

In the last few years, Delaware courts have issued several rulings in lawsuits involving complaints of excessive compensation to non-employee directors (1). The takeaways from these cases can be summarized as follows...more

Cooley LLP

Blog: Will The SEC Finally Provide Some Relief From The Nearly Incomprehensible Proxy Statement Requirement For A New Plan...

Cooley LLP on

Keith Higgins, Director of Corp Fin, hinted that he might be giving us a welcome gift in the future: a revision of Item 10 of Schedule 14A, the proxy statement – in my view, a component of the disclosure rules that has too...more

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