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Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, recently updated its Executive Compensation Policy Frequently Asked Questions (“FAQs”). A full link to the ISS guidance can be found here....more
More than twelve years ago, the Dodd-Frank legislation directed the SEC to issue a rule that requires issuers to provide, among other things, information that shows “the relationship between executive compensation actually...more
More than seven years after their original proposal, the SEC adopted new rules requiring companies to disclose metrics reflecting the relationship between executive compensation actually paid and the company’s financial...more
Once again, it is time to prepare for the proxy and annual report season. There are many issues to take into consideration when crafting required regulatory disclosures in a manner that conveys effective messaging to the...more
Set forth below are examples of pay ratio disclosures from recently filed proxies where registrants chose to rely on the median employee identified in the prior year....more
It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season. Advance planning greatly contributes to a successful proxy season, culminating with the annual meeting...more
This upcoming proxy season, most public companies will be required to include disclosure under Item 402(u) of Regulation S-K (Pay Ratio) for the first time. The Pay Ratio rule was introduced by the Dodd-Frank Wall Street...more
The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more