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Reporting Requirements Executive Compensation

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

Pillsbury Winthrop Shaw Pittman LLP

Los Angeles Initiative Seeks to Impose $450,000 Cap on Annual Compensation of Executives in Health Care Facilities

The Los Angeles City Council will soon decide whether to adopt an initiative as an ordinance or refer it to voters for the 2024 ballot. If the initiative officially qualifies for the ballot, the Los Angeles City Council...more

Carlton Fields

Increased Visibility Into Fund Proxy Voting: SEC Adopts Controversial Requirements

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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

Keating Muething & Klekamp PLL

Benefits Monthly Minute UPDATE: RxDC Reporting Relief

On December 23, 2022, FAQs were released outlining late-breaking RxDC Reporting Relief. Of note - 1. For the 2020 and 2021 data submissions that are due by December 27, 2022, the Departments will not take enforcement...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

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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

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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

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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

Society of Corporate Compliance and Ethics...

[Virtual Event] Nonprofit Sector Compliance Conference - May 24th, 9:00 am - 4:00 pm CDT

Get the support you need to properly manage key nonprofit compliance challenges - Nonprofit organizations often find themselves vulnerable to unique fraud and conflict of interest concerns. This one-day virtual conference...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...

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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

Verrill

Reporting Deferred Compensation on Form 990

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Tax-exempt organizations often provide deferred compensation to their officers, key employees, and most highly compensated employees. Like current compensation payable to such employees, deferred compensation must be reported...more

Society of Corporate Compliance and Ethics...

[Virtual Event] Nonprofit Sector Compliance Conference - November 5th, 9:20 am - 3:30 pm CST

The charitable organization sector faces many compliance challenges, including: - unique tax exemption issues - fundraising registration and related issues - privacy and data security - complex reporting...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

Stoel Rives LLP

GAO Calls for Stronger Oversight of Executive Retirement Plans Senator Sanders Introduces Legislation in Response

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The United States Government Accountability Office (the “GAO”) has made public its January 28, 2020, report to Congress on the oversight of executive retirement plans by the Internal Revenue Service (the “IRS”) and the U.S....more

Goodwin

Deadline Approaching for Reporting 2019 ISO Exercises and ESPP Transfers

Goodwin on

Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options...more

Williams Mullen

PODCAST: Williams Mullen's Benefits Companion - Plan Administrators’ 2019 Year-End Checklist

Williams Mullen on

On the latest episode of Williams Mullen's Benefits Companion, Ellie Clendenin, Nona Massengill, and Brydon DeWitt discuss some end of year benefit plan considerations as 2020 approaches. ...more

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