News & Analysis as of

Pay-for-Performance Proxy Season Corporate Governance

Husch Blackwell LLP

Lessons from the First Year of Pay vs. Performance Disclosures

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As we approach the 2024 proxy season, companies are preparing for the second year of compliance with the pay vs. performance (PvP) disclosure required under Item 402(v) of Regulation S-K. As a reminder, under Item 402(v) of...more

BakerHostetler

SEC Provides Additional Compliance & Disclosure Interpretations for Further Clarification on Pay-Versus Performance Disclosure

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Although registrants have already had to comply with the Final Rules in annual reports, proxy statements and information statements beginning with the fiscal year ended on or after Dec. 16, 2022, registrants continue to have...more

BCLP

Review of Recent SEC Staff Comments on Pay Versus Performance Table

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As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more

Skadden, Arps, Slate, Meagher & Flom LLP

2023 Annual Meeting Filing and Disclosure Requirements

SEC Proxy Filing Requirements - File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Guidance Clarifies Some Issues Regarding Pay-Versus-Performance Disclosure, but Leaves Questions Unanswered

The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more

Dorsey & Whitney LLP

Additional SEC Guidance on Pay versus Performance Disclosure for 2023 Proxy Season

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Most reporting companies are required to provide pay versus performance disclosure in their 2023 proxy statements as a result of rules finalized by the Securities and Exchange Commission in September 2022....more

Latham & Watkins LLP

SEC Issues New “Pay Versus Performance” Guidance

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The SEC provides much-needed guidance on the new pay versus performance disclosure requirements that will be applicable to the current proxy season. On February 10, 2023, the Staff of the Securities and Exchange Commission...more

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

Goodwin

Frequently Asked Questions: Pay Versus Performance Final Rules - Update

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The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our earlier client alert. These rules will require companies that are not...more

BCLP

2023 proxy and annual report season - things to add to your “Don’t Forget” list

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As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist. Those items, along with a few other “hot topics,” include the...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

Jones Day

ISS's 2020 "EVA" Assessment: How Will Your CEO Perform?

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The Background: Beginning with this proxy season, ISS will use metrics based on "EVA"—economic value added—as part of its pay-for-performance analyses. ISS claims that this use of EVA-based metrics will present a better...more

Latham & Watkins LLP

Key Compensation Items for the 2020 Proxy Season and Beyond

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Public companies should consider recent SEC and proxy advisory developments and other perennial executive compensation matters. This Client Alert offers a summary of the key executive compensation related reminders and...more

Dorsey & Whitney LLP

ISS Updates FAQs on US Compensation Policies

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ISS released its annual update of frequently asked questions on its US Compensation Policies on December 20, 2018 (preliminary updates had been released in November). The updates are effective for shareholder meetings...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

BCLP

Glass Lewis Updates Proxy Voting Guidelines for 2019

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On October 24th, Glass Lewis published its updated proxy voting guidelines for 2019. Some key compensation-related changes for reporting companies to keep in mind are highlighted below...more

WilmerHale

ISS Annual Policy Survey Seeks Input Regarding Auditors and Audit Committees

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Earlier this week, proxy advisory firm Institutional Shareholder Services Inc. (ISS) launched its Annual Policy Survey, which solicits responses from institutional investors, companies, corporate directors and other market...more

Stinson - Corporate & Securities Law Blog

ISS Updates FAQs for 2018 Proxy Season

SS has published updates of the following documents: - U.S. Equity Compensation Plans – Frequently Asked Questions...more

Latham & Watkins LLP

2017 Proxy Season: Key ISS Compensation-Related Updates

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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

Bennett Jones LLP

2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

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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

Katten Muchin Rosenman LLP

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

Cozen O'Connor

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

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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

Parker Poe Adams & Bernstein LLP

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

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

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