On April 25, the SEC staff added two new Compliance and Disclosure Interpretations (CDIs), revised 20 CDIs and withdrew three CDIs related to 10b5-1 plans. The SEC staff largely revised the CDIs to conform to the 2022 Rule...more
5/5/2025
/ 10b5-1 Plans ,
CD&I ,
Clawbacks ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Insider Trading ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs)
The following new disclosure will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
In December 2024, BlackRock released its updated U.S. proxy voting guidelines for benchmark policies. The changes will become effective as of January 2025. ...more
12/27/2024
/ BlackRock ,
Board of Directors ,
Corporate Governance ,
Directors ,
Equity Compensation ,
Executive Compensation ,
Guidance Update ,
Proxy Voting Guidelines ,
Stock Options ,
Sustainable Business Practices ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Voting Rights
Institutional Shareholder Services updated its Benchmark proxy voting policies on December 17—with updated policies generally applying to shareholder meetings taking place on or after February 1.
The updates for U.S....more
Fenwick has surveyed the corporate governance practices of the companies included in the Standard & Poor’s 100 Index (S&P 100) and the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon...more
1/20/2023
/ Audits ,
Board of Directors ,
Compensation ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Executive Compensation ,
Fees ,
Majority Voting Policies ,
Publicly-Traded Companies ,
Stocks ,
Woman Board Members
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
11/1/2022
/ Clawbacks ,
Compliance ,
Enforcement ,
Executive Compensation ,
Financial Statements ,
Form 10-K ,
Incentive Compensation ,
New Rules ,
Regulation S-K ,
Reporting Requirements ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Prices ,
Tax Code
On August 25, 2022, the U.S. Securities and Exchange Commission adopted rules that require public companies to disclose the relationship between compensation “actually paid” to their executives and their financial...more
McDonald’s Corporation has joined a growing list of companies that have taken action to forfeit unpaid compensation or demand repayment of compensation previously paid to a former CEO, including equity awards or proceeds from...more
This client alert addresses certain complex issues facing public company compensation committees as companies are adapting to the economic impact of COVID-19. We also point out the restrictions placed on executive...more
Recently, Institutional Shareholder Services (ISS) and Glass Lewis released revisions to their respective proxy voting guidelines for 2020. The ISS and Glass Lewis updates applicable to U.S. companies are discussed separately...more
11/21/2019
/ Audit Committee ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Equity Compensation ,
Equity Plans ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholder Rights
This companion supplement to the Fenwick survey, “Corporate Governance Practices and Trends: A Comparison of Large Public Companies and Silicon Valley Companies,” covers trends in stockholder voting at annual meetings in the...more
10/31/2017
/ Annual Meeting ,
Board of Directors ,
Corporate Governance ,
Director Nominations ,
Executive Compensation ,
Proxy Season ,
Publicly-Traded Companies ,
S&P ,
Say-on-Pay ,
Shareholder Proposals ,
Silicon Valley ,
Technology Sector
A Comparison of Silicon Valley Public Companies and Other Large Bay Area Public Companies -
This companion supplement to the Fenwick survey, Corporate Governance Practices and Trends: A Comparison of Large Public...more
This summary has been updated to reflect the amendment to the Nasdaq Proposed Rules now referenced in the third paragraph of the Overview below.
Overview -
On June 20, 2012, the Securities and Exchange Commission...more