News & Analysis as of

Say-on-Pay

Preliminary Planning for the 2018 Proxy Season

Rule 14a-21(b) requires a say-on-pay frequency vote every six years. Many issuers included a frequency vote in their 2017 proxy because they were subject to the initial rules when they became effective for shareholders’...more

Say on Pay Failure Results 2017

by Snell & Wilmer on

Of the 7% of Russell 3000 companies that received “against” vote recommendations from ISS on their say on pay proposals this 2017 proxy season, some of the cited reasons for the negative vote recommendations from ISS...more

Securities and Governance Update – June 2017

by BakerHostetler on

As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this resource, which is designed to keep executives, corporate counsel and governance professionals apprised of...more

Trump Tax Proposal Could Create Compensation-Related Opportunities

The Trump administration’s proposed overhaul of the federal income tax system includes a reduction of the maximum federal corporate income tax rate from 35 percent to 15 percent. If enacted, the proposal — a one-page outline...more

“Creating Hope and Opportunity for Investors, Consumers and Entrepreneurs” – House Passes Financial Reform Bill

by Snell & Wilmer on

On June 8, the House of Representatives passed the Financial CHOICE Act of 2017 in a bid to reform the financial regulatory system created by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The bill, which...more

Say-on-Pay Voting Frequency - The Financial CHOICE Act Adds Uncertainty to the Process

by Dorsey & Whitney LLP on

The House passed the Financial CHOICE Act on Thursday as part of the new administration’s bid to overhaul Dodd-Frank. It is not expected to get through the Senate in its current form, but it does provide an interesting read....more

Implementation Decree for the Say-on-Pay Provisions of the Loi Sapin II Adopted

by Jones Day on

Adopted on 8 November 2016, the Sapin II Act (Loi Sapin II) introduced a compulsory ex ante vote on remuneration policy and an ex post vote on the amount of remuneration received in accordance with the policy passed the...more

Institutional Shareholder Services Changes 2017 Voting Policy Applicable to Business Development Companies

Reminder to Internally-Managed Business Development Companies Regarding Shareholder Engagement Following Say-on-Pay Vote - A. 2017 Voting Policy Change - In November 2016, Institutional Shareholder Services Inc....more

The Sexennial Vote On Frequency of Say-on-Pay: Know When to Say When, or Risk Compromising S-3 Eligibility

We are in the bloom of annual meeting season for calendar year filers. Reporting companies are dutifully reporting annual meeting results under Item 5.07 of Form 8-K within four business days of their annual meetings....more

The House Financial Services Committee to Hold a Hearing on Financial CHOICE Act 2.0 this Wednesday – Here’s a Summary of...

by Dorsey & Whitney LLP on

While passage in the House seems likely, the Financial Choice Act may undergo significant changes before it may pass in the Senate. Here is a summary of certain governance and executive compensation provisions that are...more

French Legal and Regulatory Update – March 2017

by Hogan Lovells on

The Paris office of Hogan Lovells is pleased to provide this English language edition of our monthly e-newsletter, which offers a legal and regulatory update covering France and Europe for March 2017. Please see full...more

"Key Takeaways: Corporate Governance Series — Key Trends in Executive Compensation, Employment Law and Compensation Committee...

On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more

Blog: Just As The U.S. Seeks To Roll Back Regulations, The European Parliament Adopts New Corporate Governance Rules

by Cooley LLP on

Just when the U.S. is looking at how to roll back its regulations on corporations (among others), the rest of the world seems to be headed in the opposite direction. On Tuesday, the EU Parliament approved a Shareholder...more

"Annual Meeting Proxy Statement Reminders"

As companies finalize their proxy materials for annual shareholder meetings, they should consider the following U.S. Securities and Exchange Commission (SEC) filing and disclosure requirements. Ensure clarity on the proxy...more

Don’t Forget the Say-on-Frequency Form 8-K

The proxy rules require that public companies submit a nonbinding proposal to their shareholders every six years regarding how often they should hold say-on-pay votes, known as “say-on-frequency.” Most companies held their...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

"Trump’s Proposed Changes to Tax, Dodd-Frank, DOL Could Impact Executive Compensation"

President Donald Trump’s campaign proposals included changes to tax rates and a promise to repeal the Dodd-Frank Act. If enacted, these proposals could have a significant impact on the way businesses handle executive...more

The Hot List: 2017 proxy season trends and action items

by DLA Piper on

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

"US Corporate Governance: Will Private Ordering Trump Political Change?"

In the weeks following the U.S. presidential election, companies and investors enjoyed a stock market rally fueled by expectations concerning tax cuts, increased government spending and significant deregulation. While the...more

French Legal and Regulatory Update – December 2016

by Hogan Lovells on

The Paris office of Hogan Lovells is pleased to provide this English language edition of our monthly e-newsletter, which offers a legal and regulatory update covering France and Europe for December 2016. Please see full...more

Preparation for 2016 Fiscal Year-End SEC Filings and 2017 Annual Shareholder Meetings

by Mintz Levin on

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Tips for Seeking Shareholder Approval of Equity Benefit Plans

Most public companies regularly submit equity benefit plans to their shareholders for approval. As a general rule, both NYSE and Nasdaq require that every new benefit plan, and any material amendment to an existing plan, be...more

Corporate Communicator - 2017 Annual Meeting Season

by Snell & Wilmer on

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

Alert: Deadline Approaching for Equilar Peer Submission Process and Enrollment for Glass Lewis Issuer Data Reports

by Cooley LLP on

Glass Lewis uses Equilar Market Peers to analyze companies’ executive pay and relative company performance when formulating say-on-pay vote recommendations for its institutional investor clients. When developing Market Peers,...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

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