News & Analysis as of

Board of Directors Pay-for-Performance

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets - 2022 Capital Markets and Corporate Governance Regulatory Review

To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more

Perkins Coie

Preparing for the 2023 Public Company Reporting Season

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The U.S. Securities and Exchange Commission (SEC) had a busy 2022, adopting a number of new rules and proposing additional rules, many of which are likely to be finalized over the next several months. In November, Glass Lewis...more

Allen Matkins

Has The SEC Conflated Indemnification And Insurance?

Allen Matkins on

Today's post continues the discussion of the SEC's recent adoption of rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for the recovery...more

Skadden, Arps, Slate, Meagher & Flom LLP

2022 Compensation Committee Handbook

Preface The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the Executive...more

BCLP

Don’t Forget! Refresher on Glass Lewis COVID-19-Related Guidance and ISS Compensation-Related FAQs

BCLP on

For companies knee deep in proxy statement drafting and 2021 executive compensation decisions, we recommend a quick refresher on Glass Lewis’ December 2020 Approach to Executive Compensation in the Context of the COVID-19...more

Latham & Watkins LLP

Key Compensation Items for the 2020 Proxy Season and Beyond

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Public companies should consider recent SEC and proxy advisory developments and other perennial executive compensation matters. This Client Alert offers a summary of the key executive compensation related reminders and...more

Bennett Jones LLP

2020 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

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Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2020 proxy season. The ISS updates apply to...more

BCLP

ISS Updates its U.S. Compensation and Equity Compensation Plan Policies for 2020

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In December 2019, Institutional Shareholder Services (“ISS”) published updates to its FAQs for its U.S. Compensation Policies and its policies related to U.S. Equity Compensation Plans with respect to annual meetings...more

Cooley LLP

Blog: Is pay for performance a mirage?

Cooley LLP on

Yes, it can be, according to the Executive Director of the Council of Institutional Investors, in announcing CII’s new policy on executive comp. Among other ideas, the new policy calls for plans with less complexity (who...more

Skadden, Arps, Slate, Meagher & Flom LLP

ISS Issues FAQ Related to 2019 US Compensation Policies

On December 14, 2018, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Compensation Policies effective for shareholder meetings occurring on or after February 1,...more

BCLP

Glass Lewis Updates Proxy Voting Guidelines for 2019

BCLP on

On October 24th, Glass Lewis published its updated proxy voting guidelines for 2019. Some key compensation-related changes for reporting companies to keep in mind are highlighted below...more

WilmerHale

ISS Annual Policy Survey Seeks Input Regarding Auditors and Audit Committees

WilmerHale on

Earlier this week, proxy advisory firm Institutional Shareholder Services Inc. (ISS) launched its Annual Policy Survey, which solicits responses from institutional investors, companies, corporate directors and other market...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Reporting & Compliance and Corporate Governance Series

On February 13, 2018, Skadden hosted a webinar titled “ SEC Reporting & Compliance and Corporate Governance Series: Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” Executive...more

McGuireWoods LLP

ISS Updates Proxy Voting Guidelines for U.S. Public Companies

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Last month, Institutional Shareholder Services (ISS) updated its proxy voting guidelines for the upcoming proxy season. The updates, summarized in part below, are effective for shareholder meetings on or after Feb. 1, 2018....more

Skadden, Arps, Slate, Meagher & Flom LLP

ISS Announces 2018 Updates to US Proxy Voting Guidelines

Proxy advisory firm Institutional Shareholder Services (ISS) recently announced updates to its U.S. proxy voting guidelines for the 2018 proxy season. Although the updates are not likely to have a significant impact on 2018...more

Snell & Wilmer

Corporate Communicator - 2017 Annual Meeting Season

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Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Bennett Jones LLP

2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

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Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2017 proxy season. The ISS updates apply to...more

Cooley LLP

Blog: Where You Stand On CEO Comp Depends On Where You Sit

Cooley LLP on

CEO Pay, Performance, and Value Sharing, a paper by academics at the Stanford Business School, discusses the disconnect between the perceptions of CEO pay among directors (who set CEO pay) and the public (who ultimately pay...more

Snell & Wilmer

Corporate Communicator - Winter 2016: 2016 Annual Meeting Season

Snell & Wilmer on

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Orrick, Herrington & Sutcliffe LLP

A Plain English Guide to the SEC's Compensation Clawback Rules

As accounting restatements occur relatively infrequently, and the severity is often modest, the proposed “clawback” rules represent more of a "check the box" compliance activity than a real enforcement threat....more

Akin Gump Strauss Hauer & Feld LLP

Executive Compensation Considerations for 2014

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more

Parker Poe Adams & Bernstein LLP

ISS’s 2014 Governance Updates

Just before Thanksgiving, ISS released its U.S. Corporate Governance Policy 2014 Updates. The updates are the result of what ISS describes as a “robust, inclusive, and transparent” process and will apply to shareholder...more

Akin Gump Strauss Hauer & Feld LLP

Top 10 Topics for Directors in 2014

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

Bennett Jones LLP

ISS Announces Key 2014 Draft Policy Updates

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On October 21, 2013, Institutional Shareholder Services (ISS), an influential proxy advisory firm, released three proposed updates to its Canadian proxy voting guidelines. The proposed updates relate to director overboarding,...more

Snell & Wilmer

Dealing with ISS and Other Proxy Advisory Firms this Proxy Season

Snell & Wilmer on

Set forth below are summaries of key ISS and Glass Lewis policy updates that will take effect for the 2013 proxy season. ISS Policy Updates - Pay-for-Performance Evaluation - Revised Peer Group Methodology. ISS...more

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