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Executive Compensation Securities and Exchange Commission (SEC) Reporting Requirements

Sullivan & Worcester

Deadline for Form 13F Filers for New Reporting Requirements on Executive Compensation Votes Rapidly Approaching

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The Securities and Exchange Commission adopted rule and form amendments that will require institutional investment managers who file Form 13F to use Form N-PX to report how they voted proxies on executive compensation (or...more

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season Part II: Proxy Statements

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Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more

Stark & Stark

Initial Form N-PX Filing Could Apply to Your Firm Even if You Don’t Vote Proxies!

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New Rule 14Ad-1 requires all institutional investment managers (i.e., including registered investment advisers that manage client assets-see below) that are 13F filers to report say-on-pay votes on the new version of Form...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2024 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more

Carlton Fields

Increased Visibility Into Fund Proxy Voting: SEC Adopts Controversial Requirements

Carlton Fields on

The SEC has adopted rule and form amendments requiring mutual funds, ETFs, and certain other registered funds (funds) to report more details about their voting of portfolio company proxies. ...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues Pay Versus Performance CDIs

On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs...more

K&L Gates LLP

Seven Years in the Making: The SEC Finally Adopts Final Clawback Rules

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Overview - On Wednesday, 26 October 2022, the U.S. Securities and Exchange Commission (the SEC), in a 3-2 vote, adopted final rules directing listing exchanges to require listed companies to establish, disclose, and enforce...more

White & Case LLP

SEC (Finally) Adopts Clawback Rules

White & Case LLP on

On October 26, 2022, the Securities and Exchange Commission ("SEC") adopted its long-awaited final rules on clawbacks. Under these rules, companies listed on the NYSE and Nasdaq will be required to adopt "clawback" policies –...more

Paul Hastings LLP

SEC Adopts Executive Compensation Clawback Rules

Paul Hastings LLP on

On October 26, 2022, the Securities and Exchange Commission (the “Commission”) adopted final rules implementing its Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), mandate of directing...more

Sheppard Mullin Richter & Hampton LLP

Another Seven Year Wait is Over! SEC Finalizes Regulations on Clawback of Incentive Compensation for Restated Financial Statements

As we recently noted (see our Corporate & Securities Law blog from October 26, 2022, “SEC Adopts New Executive Compensation Clawback and Disclosure Rule”), in accordance with Section 954 of the Dodd-Frank Wall Street Reform...more

Foley & Lardner LLP

SEC Adopts Final Rules Mandating Compensation Clawback Policies

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On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd-Frank Act by directing national securities exchanges and associations, such as the New York Stock...more

Fenwick & West LLP

SEC Adopts ‘Clawback’ Rules for Executive Compensation

Fenwick & West LLP on

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted rules directing the national securities exchanges to create listing standards requiring listed companies to develop and implement policies that...more

Katten Muchin Rosenman LLP

SEC Proposes to Increase Reporting of Proxy Votes and Executive Compensation Votes

The Securities and Exchange Commission (SEC) has proposed a new rule that would require an institutional investment manager to report annually on Form N-PX how it voted proxies relating to executive compensation matters...more

Dechert LLP

SEC Proposes to Increase Reporting of Proxy Votes by Registered Management Investment Companies and Reporting of Executive...

Dechert LLP on

The Securities and Exchange Commission has proposed amendments to Form N-PX under the Investment Company Act of 1940 to increase the utility to investors of proxy voting information reported on Form N‑PX by mutual funds,...more

Pillsbury Winthrop Shaw Pittman LLP

U.S. Capital Markets Regulations Affecting U.S. Companies

Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more

Eversheds Sutherland (US) LLP

FINRA’s diversity and inclusion efforts

FINRA has recently taken steps to advance diversity and inclusion in the broker-dealer industry. Regulatory Notice 21-17 - On April 29, 2021, FINRA issued Regulatory Notice 21-17, seeking comments on supporting...more

Mayer Brown Free Writings + Perspectives

Staff Guidance on Perquisites in a Pandemic

The Staff of the Securities and Exchange Commission Division of Corporation Finance provided guidance regarding evaluation of whether a benefit provided to a company’s executive officer is a perquisite or a personal benefit. ...more

Perkins Coie

Preparing for the 2019 Public Company Reporting Season

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During 2018, the SEC issued rule updates and guidance that are intended to ease certain public reporting requirements and clarify the SEC’s position with respect to the shareholder proposal process. While the SEC is taking...more

BCLP

Securities and Corporate Governance Update – May 2018

BCLP on

This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. You are welcome to contact us to discuss any of the topics....more

Skadden, Arps, Slate, Meagher & Flom LLP

Potential Impact of Financial CHOICE Act on Corporate Governance and SEC Reporting and Disclosure Requirements

On June 8, 2017, the House of Representatives passed, by a 233-186 vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features of the...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

Stinson - Corporate & Securities Law Blog

SEC Publishes FAQs on Pay Ratio Rule

The SEC has published five FAQs on its pay ratio rule – see new questions 128C.01 to 128C.05. As we noted in our checklist of preliminary planning matters for the upcoming proxy season, the pay ratio disclosure need not be...more

Butler Snow LLP

SEC Adopts Pay Ratio Disclosure Rule

Butler Snow LLP on

The SEC adopted a final rule in August of 2015 requiring companies to disclose the ratio of their CEOs’ compensation to that of the median compensation of their employees, which includes part-time, temporary and foreign...more

Skadden, Arps, Slate, Meagher & Flom LLP

"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

Locke Lord LLP

Recent CCM Provides that CFO of Small Reporting Companies May Be Subject to Code Section 162(m), Raises Questions for All Public...

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Since 2007, public companies have generally relied on a position taken by the IRS in Notice 2007-49 that a “covered employee” for determining who is subject to the $1 million deductibility limitations of Code Section 162(m)...more

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