Executive Compensation Say-on-Pay

News & Analysis as of

Dodd-Frank and Executive Compensation – Part 1: Status Update

It’s been over five years since the signing of the Dodd-Frank Wall Street Reform and Consumer Act (“Dodd-Frank”) and we are still waiting for the U.S. Securities and Exchange Commission to finalize rules on several provisions...more

Update on Institutional Shareholder Voting Guidelines on Management Say-on-Pay and Incentive Plan Proposals

This Alert is an update to last year's Client Alert on the same topic, which also discussed how to win a proxy fight despite a "no" recommendation from Institutional Shareholder Services ("ISS") and/or Glass Lewis. The...more

"Majority of Say-on-Golden-Parachute Votes Receive Shareholder Support"

Pursuant to the Dodd-Frank Act, Securities and Exchange Commission rules require companies seeking shareholder approval of a merger or acquisition to also hold a separate shareholder advisory vote on disclosed...more

2016 Proxy Season Field Guide

The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more

"Planning for the 2016 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more

Executive Compensation Alert: ISS Peer Group Update Submission Period Open

ISS Corporate Solutions (“ISS”) has announced that it will accept updates of changes to the peer group company lists for its Say on Pay (“SOP”) voting recommendations for publicly traded companies that hold annual stockholder...more

Prepping for Proxy Season

Every year about this time calendar-year-end companies should begin to prepare for the coming proxy season by looking back on lessons learned this year, considering recent SEC rulemaking and evaluating latest governance...more

SEC Adopts Pay Ratio Rules

On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...more

New Compensation Disclosures for Public Companies

The Securities and Exchange Commission (SEC) has adopted a final rule requiring publicly traded corporations to disclose, to the SEC and shareholders, the ratio of CEO compensation to the "median compensation" of the...more

SEC Proposes Rules on Clawback Policies & Other Dodd-Frank Act Executive Compensation Updates - July 2015

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank” or the “Act”) includes a number of measures focused on governance and disclosure practices related to executive compensation. Although...more

SEC Announces Open Meeting on Proposed Clawback Requirements under Dodd-Frank Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act became law on July 21, 2010, introducing a variety of executive compensation-related regulations, including with respect to shareholder say-on-pay voting and...more

Performance Anxiety: SEC Proposes Pay Versus Performance Rule

On April 29, 2015, by a 3-2 vote, the Securities and Exchange Commission (the SEC) voted to propose a rule to implement Section 14(i) of the Securities Exchange Act of 1934 (the Exchange Act), as added by Section 953(a) of...more

Pay-Versus-Performance: SEC Proposes Rules to Expand Executive Compensation Disclosure in Proxy Materials

Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC narrowly approved proposed rules required under Section 953(a) of the Act. Section 953(a) of...more

Performance Based Equity Compensation [Video]

In this video clip, Pam Greene discusses the reasons behind the shift to performance-based equity compensation, how it differs from fixed equity compensation, and what executive boards need to consider when structuring...more

Blog: Efforts To Reform Executive Compensation Follow The Law Of Unintended Consequences

Remember how “say on pay” was supposed to put the lid on soaring executive pay? And just how has that turned out? According to a study conducted by ISS affiliates, (reported in Compliance Week ) the average compensation...more

Say-On-Pay Vote Did Not Create Disclosure Obligation

In Liang v. Berger, the plaintiff in a derivative action alleged the officers and directors of ARAID Pharmaceuticals failed to disclose material negative information about a drug under development in a timely manner. Among...more

Mid-Cap Governance Roadshows Trending Upward

It has been interesting to watch the evolution of governance roadshows from relative obscurity only a few years ago to standard practice, at least among large-cap public companies. The catalyst was the early-2011 adoption of...more

Practical Considerations for Preparing Your 2015 CD&A

In anticipation of the upcoming 2015 proxy season, many companies are in the process of drafting their proxy statements. The compensation discussion and analysis (CD&A) section of the proxy statement has received a great...more

ISS Posts FAQs on Compensation Policies

ISS has posted new FAQs on U.S. compensation policies. There are 104 FAQs spanning 43 pages. Given their breadth, they are difficult to summarize. But they cover topics ranging from say-on-pay, pay-for-performance...more

Raul v. Astoria Fin. Corp., C.A. No. 9169-VCG (Del. Ch. June 20, 2014) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery granted defendant’s motion to dismiss, finding that plaintiff was not entitled to attorneys’ fees under the corporate benefit doctrine because plaintiff had not presented a...more

Is Proxy Disclosure Shareholder Litigation on Executive Compensation Finally Over?

Since the advent of “Say-on-Pay” over three years ago, the plaintiffs’ securities bar has attempted to rustle up claims relating to executive compensation matters discussed in proxy statements. The first wave against those...more

If Fee-Shifting Bylaws Are Ever Put On Trial, This Case Should Be Exhibit A

Item 5.07(d) of Form 8-K requires issuers to disclose “the company’s decision in light of such vote as to how frequently the company will include a shareholder vote on the compensation of executives in its proxy materials...more

Proxy Season Litigation Primer: Defending Shareholder Suits to Enjoin Annual Meetings for Allegedly Inadequate Disclosures...

Over the past few years, as plaintiffs have found it increasingly harder to succeed in “say-on-pay” litigation, another type of litigation over proxy disclosures has been on the rise. These cases are generally brought as...more

The Proxy Season Field Guide - Fourth Edition

In This Issue: Executive Summary; Chapter 1 - The Legislative And Regulatory Developments Shaping The Proxy Season; Chapter 2 Say-On-Pay; Chapter 3 Key Disclosure Considerations For Proxy Statements And Annual Reports;...more

"Executive Compensation: Avoiding Proxy Litigation and Say-on-Pay Pitfalls in 2014"

The spotlight on executive compensation further intensified during 2013, the third season under the Dodd-Frank Act’s “say-on-pay” rules, with the release of additional disclosure requirements and increased risks of...more

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