Companies that count State Street Global Advisors as an investor should review its CEO Cyrus Taraporevala’s just-released annual letter on its proxy voting agenda, which has significant updates on voting policies with regard...more
1/12/2021
/ Board of Directors ,
Corporate Governance ,
Diversity ,
EEO-1 ,
Environmental Social & Governance (ESG) ,
Nasdaq ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
SASB ,
Task Force on Climate-related Financial Disclosures (TCFD)
Corporate secretaries of public companies will soon be updating their D&O questionnaires for the 2021 proxy season, and they should consider whether to include a question that allows directors to self-identify as diverse....more
Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic. Now the SEC has released additional...more
9/23/2020
/ Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Guidance Update ,
Perks ,
Personal Benefit ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
1/22/2020
/ Audits ,
Board of Directors ,
Confidential Information ,
Corporate Governance ,
Corporate Social Responsibility ,
Critical Audit Matters (CAMs) ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Hedging ,
Institutional Shareholder Services (ISS) ,
MD&A Statements ,
New Guidance ,
No-Action Letters ,
Overboarding ,
PCAOB ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulation S-K ,
Risk Assessment ,
Securities ,
Securities and Exchange Commission (SEC) ,
Woman Board Members ,
XBRL Filing Requirements
On February 11, 2019, the Staff of the Division of Corporation Finance granted no-action relief permitting Johnson & Johnson to omit a a shareholder proposal from its proxy statement relating to mandatory arbitration of...more
2/12/2019
/ Arbitration ,
Binding Arbitration ,
Bylaws ,
Johnson & Johnson ,
Mandatory Arbitration Clauses ,
No-Action Relief ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholder Proposals
On February 6, 2019, the SEC’s Division of Corporation Finance released Compliance and Disclosure Interpretations (identical Questions 116.11 and 133.13) advising companies on how they should disclose directors’...more
The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends. The following governance and disclosure developments should be considered in the course of preparing these filings....more
1/16/2019
/ CD&A ,
Compensation Committee ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Diversity ,
Division of Corporate Finance ,
Emerging Growth Companies ,
Form 10-K ,
Glass Lewis ,
Government Shutdown ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
A recent SEC consent order against The Dow Chemical Company reminds companies that when evaluating whether or not to disclose a payment or benefit to an executive as a perk in a proxy statement, the fact that the item has a...more
At last Friday’s ABA annual meeting, Bill Hinman (with the standard disclaimer that he is speaking for himself and not on behalf of the SEC) confirmed that the SEC will not be delaying implementation of the CEO pay ratio...more
Companies frequently wrestle with perks in their proxy executive compensation disclosure. Whether an item constitutes a perk often requires judgment based on the facts and circumstances, and disclosure may elicit intense,...more
On January 6, 2017, the SEC Staff granted no-action relief that would allow companies to exclude shareholder proposals preventing management or the board from accessing preliminary voting results on uncontested matters prior...more