News & Analysis as of

Equity Plans Corporate Governance

Latham & Watkins LLP

Key Compensation Items for the 2023 Proxy Season and Beyond - January 2023

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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

Perkins Coie

Preparing for the 2023 Public Company Reporting Season

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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

Morgan Lewis - ML Benefits

Steps to Successful Equity Plan Approval (Part 2: Steps 9–15)

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

BCLP

Don’t Forget! Refresher on Glass Lewis COVID-19-Related Guidance and ISS Compensation-Related FAQs

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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

BCLP

Glass Lewis’ 2020 Proxy Season Review: Boards Become Increasingly Younger

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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

Fenwick & West LLP

ISS and Glass Lewis Issue Policy Updates for the 2020 Proxy Season

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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

Foley Hoag LLP - Public Companies & the Law

New ISS voting guidelines ramp up expectations for public companies

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

Pillsbury Winthrop Shaw Pittman LLP

The State of Play on Clawbacks and Forfeitures Based on Misconduct

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

Latham & Watkins LLP

Key Compensation Items for the 2019 Proxy Season and Beyond

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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

Womble Bond Dickinson

ISS Releases New U.S. Executive Compensation Policies and Equity Plan FAQs for 2019

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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

Womble Bond Dickinson

ISS and Glass Lewis Update Proxy Voting Guidelines for 2019; ISS Updates Qualityscore an Issues Preliminary Compensation FAQS

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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

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

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - March 2015

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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

Morgan Lewis

ISS Releases Four Sets of FAQs, Glass Lewis Provides an Update, and FASB and IASB Make Certain Decisions Relevant to Equity...

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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

Latham & Watkins LLP

Developments & Predictions for the 2015 Proxy Season

Latham & Watkins LLP on

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

Katten Muchin Rosenman LLP

ISS Releases FAQs on Equity Plan Scorecard and Independent Chair Policy

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

Stinson - Corporate & Securities Law Blog

ISS Issues FAQs on Independent Chair Policy and Equity Plan Scorecard

ISS previously issued its 2015 policy updates. ISS has now issued FAQs on the independent chair policy and the Equity Plan Scorecard....more

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