Proxy Statements Publicly-Traded Companies

News & Analysis as of

SEC Adopts “Pay Ratio” Disclosure Rule

The SEC has adopted amendments to Item 402 of Regulation S-K to implement the pay ratio disclosure mandated by Section 953(b) of the Dodd-Frank Act. New paragraph (u) to Item 402 of Regulation S-K requires registrants to...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

On August 5, 2015, the Securities and Exchange Commission (SEC) finalized rules requiring publicly traded companies to disclose the ratio of median compensation of all employees to the compensation of the principal executive...more

SEC Finalizes CEO Pay-Ratio Rule with Delayed Effective Date

On Aug. 5, 2015, the Securities and Exchange Commission (SEC) adopted a final rule implementing the CEO pay-ratio disclosure requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act....more

Proxy Access—the Devil Is in the Details

Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season....more

SEC Narrowly Adopts Contentious CEO Pay-Ratio Rule

On August 5, 2015, in a 3-2 vote, the Securities and Exchange Commission (“SEC”) adopted a long-awaited and contentious rule that requires most public companies to disclose the ratio of their CEO’s annual pay as compared with...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 Finalizes the CEO Pay Ratio Rule – Additional Executive Compensation Disclosure for Public Companies Beginning in 2017

On August 5, by a vote of 3-to-2 with the SEC Commissioners voting along party lines, the SEC approved the final rule to implement the requirements of Section 953(b) of the Dodd-Frank Act, which instructed the SEC to amend...more

SEC Adopts Final Pay Ratio Rule – A Comprehensive Summary

The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd-Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more

Financial Services Weekly News Roundup - June 2015 #4

Regulatory Developments - Client Alert: SEC Proposes Pay for Performance Rules: Goodwin Procter’s Capital Markets practice has issued a Client Alert on the SEC’s proposed rule that would require most public...more

SEC Proposes Pay for Performance Rules

The SEC has proposed rules that would require most public companies to provide disclosure in their proxy statements regarding the relationship between their executive compensation and total shareholder return (TSR) for the...more

SEC Proposes Pay-for-Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (SEC) proposed a new rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act that would require public companies to disclose the relationship between...more

Pay For Performance Table and Best Proxy Disclosure

The SEC recently released its proposed "pay for performance" rules under one of the last remaining executive compensation requirements mandated by the Dodd-Frank Act. This new "pay for performance" rule requires companies1 to...more

SEC Proposes Pay Versus Performance Disclosure Rules

A divided Securities and Exchange Commission proposed rules on April 29, 2015 that would require U.S. public companies to disclose the relationship between executive compensation “actually paid” and the financial performance...more

Locke Lord QuickStudy: Public Companies Face “Pay for Performance” Disclosure Based on Total Shareholder Return

Public company proxy statements would have to disclose the total compensation “actually paid” to their principal executive officers over the previous five years, then describe the relationship between that compensation and...more

Acquiring a US Public Company: An Overview for the Non-US Acquirer

In This Issue: - Introduction - The US M&A Market - Friendly or Hostile? Deciding on the Approach to a Target - The Basics: Transaction Structures A. One-Step: Statutory Merger B....more

Blog: Survey: Institutional Investors Want Return Of 25-Page Proxy Statements

Let’s reconsider: is it really necessary – or even useful – to have a proxy statement for an ordinary annual meeting that exceeds 100 pages in length? Does responsibility for bloated proxy statements lie with legislators and...more

SEC Proposes New Rule Requiring Disclosure of Equity Hedging Policies

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) proposed a long-awaited rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act that would require public companies to disclose certain...more

SEC Proposes Rules for Disclosure of Companies’ Hedging Policies

On February 9, as mandated by Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), the Securities and Exchange Commission proposed new rules requiring disclosure by US public...more

SEC Proposes Rules for Hedging Disclosure

On February 9, 2015, the SEC proposed rules that would require domestic public companies to disclose in proxy and information statements whether the company permits any of its directors or employees (including officers) to...more

SEC Proposes New Rules on Hedging Disclosures

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules that would require disclosure of policies permitting or prohibiting hedging by directors, officers and other employees to hedge or offset...more

SEC Proposes Rules for Hedging Disclosure

On February 9, 2015, the Securities and Exchange Commission, as required by Section 955 of the Dodd-Frank Act, issued proposed rules requiring enhanced proxy disclosure of a company’s hedging policies for its directors,...more

CD&A Disclosure

The CD&A is a required part of a public company’s annual proxy statement. Its stated purpose is to give shareholders material information about a company’s compensation objectives and policies for the named executive officers...more

Institutional Investors Not Amused by Proxy Access Exclusions

Some public companies have requested the SEC to permit exclusion of proxy access proposals by stating the shareholder proposal directly conflicts with the issuers own proposal that will be included in the proxy statement. ...more

Final Disclosure Rules Regarding Women on Boards and in Senior Management

TSX-listed companies will almost certainly need to include disclosure in their information circulars or annual information forms on the representation of women on their boards and in senior management for the 2015 proxy...more

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