News & Analysis as of

Proxy Season Executive Compensation Securities and Exchange Commission (SEC)

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season Part II: Proxy Statements

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Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more

Husch Blackwell LLP

Lessons from the First Year of Pay vs. Performance Disclosures

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As we approach the 2024 proxy season, companies are preparing for the second year of compliance with the pay vs. performance (PvP) disclosure required under Item 402(v) of Regulation S-K. As a reminder, under Item 402(v) of...more

Latham & Watkins LLP

Key Compensation Items for 2024 Proxy Season and Beyond - February 2024

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Pursuant to rules that the Securities and Exchange Commission (SEC) issued in late 2022, publicly traded companies must generally provide both tabular and narrative and/or graphical disclosure of the relationship between...more

Proskauer - Employee Benefits & Executive...

Glass Lewis and ISS Announce Updates For 2024 Proxy Season

Glass Lewis (“GL”) recently released its annual Benchmark Policy Guidelines for 2024.  This update makes several changes to how the proxy advisory firm will evaluate company policies related to executive compensation. ...more

Husch Blackwell LLP

Looking Ahead to the 10-K and Proxy Season

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As the calendar year flips over to 2024, we want to remind registrants about several new rules that will impact disclosure for the 2023 Form 10-K and 2024 proxy season, update the status of some pending Securities and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2024 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more

BakerHostetler

SEC Provides Additional Compliance & Disclosure Interpretations for Further Clarification on Pay-Versus Performance Disclosure

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Although registrants have already had to comply with the Final Rules in annual reports, proxy statements and information statements beginning with the fiscal year ended on or after Dec. 16, 2022, registrants continue to have...more

BCLP

Review of Recent SEC Staff Comments on Pay Versus Performance Table

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As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Guidance Clarifies Some Issues Regarding Pay-Versus-Performance Disclosure, but Leaves Questions Unanswered

The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more

Dorsey & Whitney LLP

Additional SEC Guidance on Pay versus Performance Disclosure for 2023 Proxy Season

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Most reporting companies are required to provide pay versus performance disclosure in their 2023 proxy statements as a result of rules finalized by the Securities and Exchange Commission in September 2022....more

Latham & Watkins LLP

Key Compensation Items for the 2023 Proxy Season and Beyond - January 2023

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Each year brings new executive compensation rules and considerations, whether based on Securities and Exchange Commission (SEC) rules, developments under the Internal Revenue Code, litigation trends, institutional adviser...more

Alston & Bird

SEC Enforcement Activity Destabilizes Corporate Governance Related to Executive Incentive Compensation

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Recent pronouncements and enforcement activity by the U.S. Department of Justice (DOJ) and U.S. Securities and Exchange Commission (SEC) reflect a singular agency focus on the importance of clawing back incentive compensation...more

Smith Anderson

Reminders for the 2023 Annual Report and Proxy Season

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As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more

Proskauer - Employee Benefits & Executive...

Proxy Season Greetings: ISS and Glass Lewis Announce Policy Updates Ahead of the 2023 Proxy Season

Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis (“GL”) each published their annual policy updates for 2023, which updates made certain changes relating to executive compensation. As a general...more

BakerHostetler

Preparing for the 2023 Proxy and Annual Reporting Season: Key Issues and Considerations

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Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the 2023 Shareholder Proposal Season

On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more

Opportune LLP

‘Pay vs. Performance’: New SEC Rules Require Companies To Implement New Process To Track Equity Compensation

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It is important to investors that executive compensation is directly linked to a company’s financial performance. To help ensure investors have adequate information to monitor this relationship, the SEC adopted new “pay vs....more

Goodwin

Frequently Asked Questions: Pay Versus Performance Final Rules - Update

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The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our earlier client alert. These rules will require companies that are not...more

Goodwin

SEC Adopts Proxy Reporting Rule and Form Amendments

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The Securities and Exchange Commission (SEC) recently adopted, in a 3-2 vote, rule and form amendments impacting proxy disclosures reporting on Form N-PX (the “amendments”). The amendments that are applicable to mutual...more

Cadwalader, Wickersham & Taft LLP

New SEC "Pay for Performance" Proxy Disclosure Rules Will Require Significant Advance Planning and Effort

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

BCLP

That was NOT fast - SEC adopts pay-versus-performance disclosure requirements for upcoming proxy season

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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

Skadden, Arps, Slate, Meagher & Flom LLP

2022: What You Need To Know …

This year, we expect to see new disclosure requirements; rule changes at the Securities and Exchange Commission that will affect directors; activists adopting new tactics; changes to shareholder voting processes; tax and...more

Mayer Brown Free Writings + Perspectives

SEC Reopens Pay Versus Performance Comment Period

On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would...more

Perkins Coie

Preparing for the 2022 Public Company Reporting Season

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During 2021, the U.S. Securities and Exchange Commission (SEC) adopted rule changes and provided public companies with useful guidance on various topics. In December, Institutional Shareholder Services (ISS) released its...more

Katten Muchin Rosenman LLP

Capital Markets Compass | Issue 2

Capital Markets Compass covers the latest developments in the capital markets, public company, and corporate governance worlds. ...more

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