Should Your Company Take a Stand on Political and Social Issues?
Why Every Day Is Proxy Season for Public Companies
Corporate Law Report - Office Party Holiday Risks, Human Trafficking, the Fiscal Cliff, More
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
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
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
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
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
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
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist. Those items, along with a few other “hot topics,” include the...more
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
Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2021 annual reporting and proxy season. Section I of this memo, which was...more
It has been three proxy seasons since the CEO pay ratio became the mandatory disclosure for most U.S. public companies. The CEO pay ratio rules allow a registrant to use the same median employee for comparison purposes for up...more
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
With the 2020 proxy and annual reporting season upon us, this Legal Update provides 10 tips for companies to consider when drafting annual reports on Form 10-K and proxy statements for filing with the US Securities and...more
Heaping further empirical evidence on the postulate that self-indulgence trumps common sense, Elon Musk is at it again, now charged by the SEC with violating his earlier settlement agreement, which required that he pre-clear...more
We have been unable to find extensive SEC comments on last year’s first round of pay ratio disclosures. Searches for comment letter responses referring to for “402(u)” or “pay ratio” do not seem to turn up anything of...more
On February 5, 2019, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The panelists were David Schwartz, Skadden’s global head of Labor and Employment...more
The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends. The following governance and disclosure developments should be considered in the course of preparing these filings....more
ISS released its annual update of frequently asked questions on its US Compensation Policies on December 20, 2018 (preliminary updates had been released in November). The updates are effective for shareholder meetings...more
’Tis the season, and no, we do not mean the holiday season. Although it may seem like you just filed your 2018 proxy, the 2019 proxy season is upon us. This quick reference guide, which is intended to supplement Shearman &...more
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. You are welcome to contact us to discuss any of the topics....more
With over 2,000 companies now having reported pay-ratio information for the 2018 proxy season (through May 10), consultant Equilar says it’s time to take a deep dive into the data to see what trends are discernible. Of...more
Preliminary trends are emerging from the pay ratio disclosures filed by U.S. public companies in 2018. Few companies use statistical sampling to identify their median employees and, instead, companies rely on a...more
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
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
In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more