On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) approved amendments filed earlier that week by the New York Stock Exchange (NYSE) and The Nasdaq Stock Exchange (Nasdaq) that, among other things, provided...more
6/13/2023
/ Clawbacks ,
Corporate Officers ,
Disclosure Requirements ,
Executive Compensation ,
Incentive Compensation ,
Indemnification ,
Listing Standards ,
Nasdaq ,
NYSE ,
Rule 10D-1 ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis (GL) have issued their policy updates for the upcoming 2023 proxy season. In general, ISS’s updates build incrementally on positions the firm has...more
12/7/2022
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies
The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our earlier client alert. These rules will require companies that are not...more
12/1/2022
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more
11/2/2022
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
GAAP ,
Incentive Compensation ,
Publicly-Traded Companies ,
Regulation S-K ,
Sarbanes-Oxley ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our recent client alert. These rules will require companies that are not...more
9/16/2022
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Final Rules ,
Pay Ratio ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Total Shareholder Return (TSR)
The U.S. Securities and Exchange Commission (SEC) has adopted final rules that will require significant new disclosures in proxy and information statements about the relationship between executive compensation actually paid...more
The two dominant proxy advisory firms — Institutional Shareholder Services (ISS) and Glass Lewis (GL) — have issued their policy updates for the 2022 proxy season. These updates reflect the continuing trend of institutional...more
12/15/2021
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Diversity ,
Dual Class Share Structures ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings
The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more
7/18/2016
/ Board of Directors ,
Compensation Agreements ,
Director Compensation ,
Director Nominations ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Golden Leash Arrangements ,
Indemnity Agreements ,
Information Statements ,
Nasdaq ,
Proxy Materials ,
Remuneration ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings
On August 5, 2015, the Securities and Exchange Commission adopted the final CEO pay ratio disclosure rule by a 3-2 vote. The final rule amends Item 402 of Regulation S-K, as required by Section 953(b) of the Dodd-Frank Wall...more
On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more
7/17/2015
/ Clawbacks ,
Corporate Officers ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Financial Reporting ,
Financial Restatements ,
Foreign Private Issuers ,
Form 8-K ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Offsets ,
Proposed Regulation ,
Public Disclosure ,
Rule 10D-1 ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Total Shareholder Return (TSR)
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
The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more