News & Analysis as of

Proxy Season Disclosure Requirements

Preparing for the 2018 Public Company Reporting Season

by Perkins Coie on

In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more

Securities and Corporate Governance Update – November 2017

by Bryan Cave on

Planning for the 2018 Proxy Season - There are number of important considerations that public companies should be aware of as they begin preparing for the 2018 proxy season, including potential changes in law, pay ratio...more

ISS Issues Proposed Policy Changes for 2018 Proxy Season

by White & Case LLP on

On October 26, 2017, Institutional Shareholder Services ("ISS") issued draft proposed policy changes for the 2018 proxy season (the "Draft Changes").1 The Draft Changes for US companies are grouped in three categories:...more

ISS Seeks Comment on Updated Policies Including Gender Pay Gap

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

SEC Publishes Helpful Guidance on Pay Ratio Disclosure

by McDermott Will & Emery on

The SEC recently confirmed that the new CEO pay ratio disclosure rules mandated in the Dodd-Frank Act will go into effect in the 2018 proxy season. To assist companies in preparation of the new disclosure, the SEC published...more

SEC Issues New Guidance to Help Companies Prepare CEO Pay Ratio Disclosures

by Perkins Coie on

The Securities and Exchange Commission recently issued new guidance to help companies prepare their pay ratio disclosures that provides some relief for companies—and further validates that these rules are highly unlikely to...more

SEC Relaxes Pay Ratio Rules to Facilitate 2018 Proxy Disclosures

On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more

Pay Ratio Disclosures are an Employee-Relations Opportunity…Really

Most companies are now devoting substantial resources and effort to ensuring compliance with the SEC’s new rules requiring disclosure of the ratio of the CEO’s and median employee’s respective annual total compensation....more

The SEC's New Guidance Provides Additional Flexibility for Compliance With CEO Pay Ratio Disclosure

by White & Case LLP on

On September 21, 2017, the Securities and Exchange Commission ("SEC") issued an interpretive release and the staff of the Division of Corporation Finance (the "Staff") published separate guidance and revised Compliance and...more

SEC Issues New and Revised Guidance on CEO Pay Ratio Rule

by Hogan Lovells on

On September 21, the SEC and the staff of the Division of Corporation Finance issued new and updated interpretive guidance regarding the CEO pay ratio disclosure required by Item 402(u) of Regulation S-K. The guidance...more

"It all sounds very reasonable..." New SEC Guidance Emphasizes Reasonableness and Flexibility in CEO Pay Ratio Disclosure

by Seyfarth Shaw LLP on

On September 21, 2017, the Securities and Exchange Commission (the “SEC”) published an interpretative release and related compliance and disclosure interpretations (“C&DIs”) for registrants regarding the CEO pay ratio...more

SEC Adopts Additional Guidance on CEO Pay Ratio Rule

by Proskauer - Tax Talks on

On September 21, 2017, the Securities and Exchange Commission (the “SEC”) adopted interpretive guidance regarding Item 402(u) of Regulation S-K, which governs pay ratio disclosure. The interpretive guidance is intended to...more

SEC Relaxes Pay Ratio Rules To Facilitate 2018 Proxy Disclosures

On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more

SEC Provides Further Guidance on Pay Ratio Disclosure

by Dorsey & Whitney LLP on

On September 21, 2017, the Securities and Exchange Commission issued additional guidance on the CEO pay ratio rule, which will require most public companies to report the pay ratio of their CEO to their median employee in...more

SEC Releases Additional Guidance on Pay Ratio Disclosure Rules

On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) released additional guidance on the pay ratio disclosure rules that require public companies to disclose how the compensation of their chief executive...more

SEC Provides Additional Pay Ratio Interpretive Guidance

by Ropes & Gray LLP on

The Securities and Exchange Commission (SEC) yesterday issued interpretive guidance on the CEO pay ratio rule. Separately, the SEC’s Division of Corporation Finance issued guidance on calculation of the pay ratio. These moves...more

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

by Proskauer - Tax Talks on

As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to...more

Tips on Using the Remainder of 2017 to Prepare for the 2018 Proxy Season

With the 2017 proxy season over for most companies, attention now turns to preparing for 2018. There are a number of compliance "musts" to focus on, as well as items that can be addressed in 2017 to make the 2018 proxy season...more

A to-do list for the fourth quarter – three key topics for public companies, plus action items

by DLA Piper on

As summer winds down, we want to highlight three topics public companies need to keep in mind as they head into fall. The first relates to certain amendments adopted by the SEC that require hyperlinks to exhibits in exhibit...more

Preliminary Planning for the 2018 Proxy Season

Rule 14a-21(b) requires a say-on-pay frequency vote every six years. Many issuers included a frequency vote in their 2017 proxy because they were subject to the initial rules when they became effective for shareholders’...more

Say on Pay Failure Results 2017

by Snell & Wilmer on

Of the 7% of Russell 3000 companies that received “against” vote recommendations from ISS on their say on pay proposals this 2017 proxy season, some of the cited reasons for the negative vote recommendations from ISS...more

What’s Happening with Pay Ratio Disclosures?

Well, we’re more than half-way through the year, Independence Day has come and gone, the 2018 proxy season is closer than it used to be, and we still don’t know whether pay ratio disclosures will go away. A brief...more

"Key Takeaways: Corporate Governance Series — Key Trends in Executive Compensation, Employment Law and Compensation Committee...

On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more

"Annual Meeting Proxy Statement Reminders"

As companies finalize their proxy materials for annual shareholder meetings, they should consider the following U.S. Securities and Exchange Commission (SEC) filing and disclosure requirements. Ensure clarity on the proxy...more

In Case You Missed It - Interesting Items for Corporate Counsel - January 2017

by Stoel Rives LLP on

The SEC published a white paper about Regulation A+, What Do We Know So Far?, here. Since changes to Regulation A in June 2015, there have been 147 Regulation A offerings, seeking $2.6 billion, that have raised about $190...more

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