Pay-for-Performance Shareholders

News & Analysis as of

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

Preliminary Planning for the 2016 Proxy Season

Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more

Blog: Is A Three-Year Performance Period For Restricted Stock Too Short?

Some consultants say yes. In this article, posted on, two consultants argue that the use of the three-year time horizon frequently associated with performance-based restricted stock grants may not really be long...more

A Plain English Guide to the SEC's Compensation Clawback Rules

As accounting restatements occur relatively infrequently, and the severity is often modest, the proposed “clawback” rules represent more of a "check the box" compliance activity than a real enforcement threat....more

Pay Versus Performance Rules Proposed by Securities and Exchange Commission

On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) issued another proposed rule under the Dodd-Frank Act, this time with respect to the pay versus performance requirements of Section 953(a) of the Act. ...more

Top 10 Topics for Directors in 2014

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

ISS Publishes 2014 Corporate Governance Policy Updates

On November 21, 2013, Institutional Shareholder Services Inc. (“ISS”) released its final US policy updates for the 2014 proxy season (the “2014 Policies”), having received comments to its draft policies released on October...more

ISS Announces Key 2014 Draft Policy Updates

On October 21, 2013, Institutional Shareholder Services (ISS), an influential proxy advisory firm, released three proposed updates to its Canadian proxy voting guidelines. The proposed updates relate to director overboarding,...more

ISS Publishes 2014 Draft Policy Changes; Comments Due by November 4, 2013

On October 21, 2013, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2014 proxy season (the “Draft Policies”). There are only two proposed updates for the US, neither of which...more

Canadian Coalition For Good Governance Releases 2013 Executive Compensation Principles

The Canadian Coalition for Good Governance (“CCGG”) recently released its 2013 Executive Compensation Principles (the “2013 Principles”), replacing the previous version originally published in 2009. The original principles...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

ISS Finalizes 2013 Corporate Governance Policy

On November 16, 2012, Institutional Shareholder Services (ISS) finalized its 2013 U. S. Corporate Governance Policy. The changes in the policy are effective for shareholder meetings held on and after February 1, 2013. The...more

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