Common Equity Plan Pitfalls
Each year brings new executive compensation rules and considerations, whether based on Securities and Exchange Commission (SEC) rules, developments under the Internal Revenue Code, litigation trends, institutional adviser...more
The U.S. Securities and Exchange Commission (SEC) had a busy 2022, adopting a number of new rules and proposing additional rules, many of which are likely to be finalized over the next several months. In November, Glass Lewis...more
In a prior post, we discussed the first eight of 15 recommended steps to consider when submitting an equity plan for shareholder approval. In this post, we discuss the final steps. While we know each situation is different,...more
For companies knee deep in proxy statement drafting and 2021 executive compensation decisions, we recommend a quick refresher on Glass Lewis’ December 2020 Approach to Executive Compensation in the Context of the COVID-19...more
Glass Lewis (“GL”) recently issued its 2020 Proxy Season Review (U.S.) (the “Report”) covering the U.S. 2020 Proxy Season (i.e., January 1, 2020 through June 30, 2020). GL reported on certain 2020 shareholder voting trends...more
Recently, Institutional Shareholder Services (ISS) and Glass Lewis released revisions to their respective proxy voting guidelines for 2020. The ISS and Glass Lewis updates applicable to U.S. companies are discussed separately...more
Last week Institutional Shareholder Services updated its proxy voting guidelines for annual shareholder meetings to be held on or after February 1, 2020. The updates take a major step forward to advocate greater gender...more
On July 1, 2015, the SEC issued proposed rules implementing Section 954 of the Dodd-Frank Act, which would obligate national securities exchanges to adopt listing standards that require listed companies to adopt and disclose...more
Public companies should consider a number of items for 2019, including recent SEC and proxy advisory developments and other perennial executive compensation considerations. Even as the US government shutdown continues to...more
Institutional Shareholder Services (ISS) has issued new FAQs addressing U.S. Executive Compensation Policies and U.S Equity Compensation Plans for the 2019 proxy season, for annual meetings held on or after February 1, 2019....more
As calendar year-end companies ramp up for year-end reporting and proxy season, Institutional Shareholder Services (ISS) and Glass Lewis & Co. (GL) have released updates to their proxy voting guidelines. GL’s comprehensive...more
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
It's difficult to discern “trends” from reactions to date on proxy access proposals, but here are some data points: Three companies, including two on the NY Comptroller’s 75-company target list have adopted...more
Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis have both released updates to their policies that outline how they will form recommendations to shareholders on how they should vote on governance,...more
In a January 2015 webcast, Latham & Watkins partners Jim Barrall, global Co-chair of the firm's Benefits and Compensation Practice, and Steven Stokdyk, global Co-chair of the firm's Public Company Representation Practice,...more
On December 22, 2014, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released 20 FAQs on its new Equity Plan Scorecard (EPSC) and nine FAQs on its updated Independent Chair Policy, each of which will...more
ISS previously issued its 2015 policy updates. ISS has now issued FAQs on the independent chair policy and the Equity Plan Scorecard....more