Pay-for-Performance

News & Analysis as of

The Hot List: 2017 proxy season trends and action items

As we enter 2017, we want to bring to your attention a few items that we believe will play a prominent role in the upcoming 2017 proxy season. In 2016, as we had predicted, proxy access was the foremost hot topic,...more

Is it time for an incentive mine sweep?

As Neel Doshi and Lindsay McGregor share in Primed to Perform, “no topic raises passion like pay.” And as they reflect, “pay-for-performance is neither inherently good nor inherently bad. Depending on the circumstances, it...more

2017 Proxy Season: Key ISS Compensation-Related Updates

Companies should consider compensation-related changes to ISS policies when preparing for annual meetings on or after February 1, 2017. Institutional Shareholder Services (ISS) recently released updates to its 2017...more

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Blog: Likely Interim SEC Chair Spells Out His Priorities

According to this article in the WSJ, SEC Commissioner Michael Piwowar, who will probably become acting Chair when current Chair Mary Jo White steps down this month, has agreed with fellow Commissioner Kara Stein about...more

Alert: ISS and Glass Lewis Update 2017 Proxy Voting Policies

Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms, recently released updates to their voting policies for 2017. Both ISS and GL issued policy updates on director...more

Corporate Communicator - 2017 Annual Meeting Season

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

ISS Provides Updated Compensation Plan and Executive Compensation FAQs

ISS has updated its equity compensation plan FAQs. New and materially updated questions include: - If a company grants performance-based awards, how will the shares be counted for the purposes of calculating burn...more

Something To Be Thankful For: The 2017 ISS Policy Updates

Institutional Shareholder Services Inc. (ISS) has published its voting policy updates for the 2017 proxy season, and those involved with public company compliance can add “generally insignificant changes to ISS voting...more

2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2017 proxy season. The ISS updates apply to...more

Corporate and Financial Weekly Digest - Volume XI, Issue 44

SEC Issues New C&DI Relating to Submission of Annual Reports to SEC - On November 2, the Division of Corporation Finance (Division) of the Securities and Exchange Commission issued a new Compliance and Disclosure...more

ISS Updates Pay-for-Performance Methodology: A Welcome Development

On Nov. 8, 2016, Institutional Shareholder Services (ISS) announced changes to its pay-for-performance methodology for U.S., Canadian and European companies broadening the financial measures that it will consider in its...more

ISS Announces Pay-for-Performance Methodology Updates for 2017

ISS announced changes to the methodology underlying its pay-for-performance models for companies in the U.S. and other markets to take effect Feb. 1, 2017. ISS will present relative evaluations of return on equity,...more

What Can Public Companies Learn from the ISS Policy Survey for the 2017 Proxy Season?

Institutional Shareholder Services Inc. (ISS) announced the results of its 2016-2017 policy survey on September 29, 2016, which included responses from 115 institutional investors, 270 corporate issuers and 17...more

ISS Survey Results Regarding Pay-for-Performance and Say-on-Pay Frequency

Institutional Shareholder Services Inc. (“ISS”), the influential proxy advisory firm, recently released their 2016-2017 Global Policy Survey results. These results show some interesting findings related to executive...more

MACRA: Top 10 FAQs

Significant changes to the Medicare payment system are underway. The Medicare Access & CHIP Reauthorization Act of 2015 (MACRA) is set to take effect January 1, 2017. MACRA represents a deliberate departure by the...more

The next chapter - A new bond linking financial returns to environmental or social goals could thrive. But securities law...

Shakespeare’s Juliet may not have ascribed great significance to a name but for securities lawyers and market participants alike there is significance to nomenclature. Social impact bonds, or investments that are intended to...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

Blog: Is It A Mistake To Insist That CEO Pay Be Performance-Based?

It goes without saying that, to many, the sine qua non of executive compensation is performance-based pay. From proxy advisory firms to institutional holders to the drafters of Dodd-Frank, the question of whether CEO...more

Blog: Where You Stand On CEO Comp Depends On Where You Sit

CEO Pay, Performance, and Value Sharing, a paper by academics at the Stanford Business School, discusses the disconnect between the perceptions of CEO pay among directors (who set CEO pay) and the public (who ultimately pay...more

ISO New England Regional Electricity Outlook 2016

The New England regional power system is in a state of major transformation, according to regional grid operator ISO New England, Inc.'s 2016 Regional Electric Outlook. ISO New England is the private, non-profit entity...more

Get the basics on two federal bills affecting employee benefits

Recently, two bills with confusingly similar names were introduced in Congress. They are both worth mentioning regardless of whether or not they are ultimately enacted in their current form. The SAVE Benefits Act...more

Blog: Does Merit Pay Work?

Most employers in North America don’t think so, according to CFO.com, reporting on a new survey by the compensation consulting firm, Willis Towers Watson. The survey, conducted in the last quarter of 2015, was directed at 150...more

FASB Updates for 2016 Financial Statements Could Impact Permissible Adjustments under Code Section 162(m)

IRC Section 162(m) provides that a public company may not deduct annual compensation paid to a “covered employee” in excess of $1,000,000 per year, other than certain “qualified performance-based compensation.” For these...more

Securities Law and Corporate Governance Developments: A Look Back at 2015 and a Preview of 2016

Initiatives by Congress, the Securities and Exchange Commission (SEC), activist shareholders, and federal and state courts from 2015 will reshape public company disclosure and policies, and offer new avenues for private...more

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