The SEC has adopted amendments to its rules simplify disclosures in filings with the SEC. The amendments eliminate certain...more
An advocacy group, Public Citizen, has requested the SEC to investigate irregularities and inconsistencies in pay ratios reported by public companies. According to the group’s press release...more
Many know that the Section 162(m) deduction limit for performance-based compensation has been repealed by the recent tax legislation together with implementation of other changes, effective for taxable years beginning after...more
1/8/2018
/ Compensation & Benefits ,
Corporate Taxes ,
Employee Benefits ,
Executive Compensation ,
Fringe Benefits ,
Income Taxes ,
New Legislation ,
Proxy Season ,
Proxy Statements ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Rates ,
Tax Reform ,
Trump Administration
Disclosures regarding the new tax act, often referred to as the Tax Cuts and Jobs Act or TCJA, continue to be prominent in SEC filings. Set forth blow is an explanation of the often obscure GAAP accounting driving many of the...more
1/2/2018
/ Compensation & Benefits ,
Corporate Taxes ,
Disclosure Requirements ,
Executive Compensation ,
Financial Statements ,
Form 8-K ,
Fringe Benefits ,
GAAP ,
Income Taxes ,
MD&A Statements ,
Net Operating Losses ,
New Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Planning ,
Tax Rates ,
Tax Reform ,
Trump Administration
Calculating pay ratios for public companies can be a difficult and time-consuming project. While recent interpretative guidance from the Commission has provided additional flexibility in this process, public companies still...more
In a recent decision by the Delaware Supreme Court in In re Investors Bancorp Stockholders Litigation, the court found that director equity grants based on director discretion are subject to an entire fairness standard of...more
SS has published updates of the following documents:
- U.S. Equity Compensation Plans – Frequently Asked Questions...more
The SEC charged a biopharmaceutical company with committing a series of accounting controls and disclosure violations, including the failure to properly report as compensation millions of dollars in perks provided to its...more
ISS has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. ...more
10/27/2017
/ Comment Period ,
Corporate Governance ,
Director Compensation ,
Disclosure Requirements ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
Non-Employees ,
Pay Gap ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
Shareholder Proposals
The SEC has proposed amendments to Regulation S-K and related rules and forms. The proposed amendments are based on SEC staff recommendations in a report that was required by Section 72003 of the Fixing America’s Surface...more
Two pieces of guidance emerged from the Securities and Exchange Commission on September 21, 2017, with respect to the pay ratio rule. The guidance was issued by the Commission and the Commission's Division of Corporation...more
Two pieces of guidance emerged from the SEC on September 21, 2017, with respect to the pay ratio rule. First, the Commission issued interpretive guidance on the rule. Second, the Division of Corporation Finance also issued...more
As is usual in the doldrums of summer, ISS has released its 2018 policy survey which generally foreshadows changes to ISS’ voting policies. In prior years, not everything on the survey resulted in a new voting policy. ...more
Following on the heels of its announcement to reconsider implementation of the conflict minerals rule, SEC Acting Chairman Michael S. Piwowar has announced his intention to conduct a review of the Dodd-Frank pay ratio rule....more
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
Observers widely believe President-Elect Trump will attempt to dismantle much of the Dodd-Frank Act. While to many it is an interesting idea, it may not have the consequences many believe.
Take, for instance, the...more
11/11/2016
/ Clawbacks ,
Conflict Mineral Rules ,
Dodd-Frank ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
Presidential Elections ,
Presidential Nominations ,
Rule 14a-8 ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Supply Chain ,
Trump Administration ,
Universal Proxy Cards
The SEC charged PowerSecure International, Inc. with matters related to inadequate segment reporting in a settled enforcement action. PowerSecure did not admit or deny the SEC’s findings.
According to the SEC,...more
The SEC has published five FAQs on its pay ratio rule – see new questions 128C.01 to 128C.05. As we noted in our checklist of preliminary planning matters for the upcoming proxy season, the pay ratio disclosure need not be...more
For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below:
Directors’ and Officer’s Questionnaire -
Nasdaq has adopted a rule requiring...more
9/1/2016
/ Conflict Mineral Rules ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Emerging Growth Companies ,
Executive Compensation ,
Exemptions ,
Form 10-K ,
Form 8-K ,
Golden Leash Arrangements ,
JOBS Act ,
Non-GAAP Financial Measures ,
NYSE ,
Pay Ratio ,
PCAOB ,
Proxy Season ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders ,
XBRL Filing Requirements
The SEC is requesting public comment on certain disclosure requirements in Regulation S-K relating to management, certain security holders, and corporate governance matters contained in Subpart 400. This request is part of...more
The SEC has approved Nasdaq’s proposed Rule 5250(b)(3) regarding disclosure of so called golden leash arrangements. The Rule requires each listed company to publicly disclose the material terms of all agreements or...more
7/5/2016
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Financial Markets ,
Form 10-K ,
Golden Leash Arrangements ,
Nasdaq ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Stock Exchange
Nasdaq recently extended the comment period for its proposed disclosure requirements on golden leash arrangements. Some may wonder why the proposal is controversial. For an answer, please see the post submitted by in-house...more
Many are aware of the Dodd-Frank requirement to disclose the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer. We have published some examples of...more
The SEC has issued a concept release on business and financial disclosure required by Regulation S-K. The goal of the release assess whether the requirements of Regulation S-K continue to provide the information that...more
Some companies have begun to disclose pay ratios in their proxy statements in advance of the SEC requirement. We have included a sample below. Of course, you’ll want to compare the samples to the rules before relying on them....more