Planning for the 2014 Annual Meeting and Reporting Season

In This Issue:

- Incorporate lessons from 2013 say-on-pay results

- Prepare for new Form SD (Specialized Disclosure) filing requirements

- Ensure compliance with revised listing standards related to compensation committees and advisors

- Evaluate potential impact from compensation related litigation

- Confirm impact of swaps clearing rules and the need for the end-user exception

- Prepare for shareholder proposals

- Determine impact of SEC staff disclosure initiatives

- Disclose proper voting requirement

- Plan for compliance with proposed SEC pay ratio disclosure rules

- Assess social media use compliance matters

- Reconsider trading plan practices and procedures

- Comply with IRC Section 162(m)

- Rethink director nomination requirements and board conduct requirements

- Consider PCAOB guidance and potential changes to audit standards

- Evaluate the adoption of a forum selection governance provision

- Remember to file annual Form 13H

- Plan for additional Dodd-Frank Act requirements

- Excerpt from Alert:

As companies plan for the 2014 annual meeting and reporting season, we have once again compiled an overview of the corporate governance, executive compensation and disclosure matters that we believe companies should consider. Some of the matters covered below are requirements based on new rules and others are recommendations based on 2013 developments, our experiences advising public companies and lessons gleaned from the 2013 proxy season. Items discussed below will not apply equally to all companies. Whether a particular item applies and how a company should address it will depend on, among other things, the company’s business, shareholder base, and executive compensation plans and programs. We also urge companies to consult with internal and external advisors as early in the process as possible in order to make the most appropriate decisions with respect to their corporate governance and executive compensation programs and related disclosures.

Please see full alert below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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Skadden, Arps, Slate, Meagher & Flom LLP

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