News & Analysis as of

Shareholder Approval Executive Compensation

Venable LLP

ISS and Glass Lewis Release Proxy Voting Policy Changes for 2024

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On December 19, 2023, Institutional Shareholder Services Inc. (“ISS”) released its updates to its Proxy Voting Guidelines. Somewhat unusually, ISS made only one change to its voting recommendation policies for U.S. public...more

Snell & Wilmer

Time to Consider Option Repricings?

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Given recent declines in equity value in a variety of segments of the economy (technology in particular), a number of clients have asked us what levers are available for retaining talent. While they are rare and while we...more

Jones Day

Equity Plans: Global Developments

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This White Paper highlights select recent developments in certain countries that could have implications for employee equity plans offered by multinational companies to employees in such jurisdictions. ARGENTINA - ...more

Wilson Sonsini Goodrich & Rosati

Delaware Court Provides Further Guidance on Stockholder Challenges to Director Compensation

On May 31, 2019, Vice Chancellor Sam Glasscock of the Delaware Court of Chancery issued a decision refusing to dismiss a stockholder's fiduciary duty claims challenging the compensation of Goldman Sachs' board of directors.1...more

Bracewell LLP

Compensation Newsletter: Trends In Director Equity Compensation This Proxy Season

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The trend of including director-specific limits on the size of annual equity awards to non-employee directors under long-term incentive plans (“LTIPs”) continues to pick up steam, as evidenced by our survey of LTIPs filed...more

Latham & Watkins LLP

Key Compensation Items for the 2019 Proxy Season and Beyond

Latham & Watkins LLP on

Public companies should consider a number of items for 2019, including recent SEC and proxy advisory developments and other perennial executive compensation considerations. Even as the US government shutdown continues to...more

Allen Matkins

Why You Might Want To Aim Higher When Seeking Equity Plan Approval

Allen Matkins on

Yesterday's post highlighted one company's confusion about the vote required for shareholder approval of an equity compensation plan under the California General Corporation Law. Because the GCL does not impose a specific...more

Skadden, Arps, Slate, Meagher & Flom LLP

Impact of Compensation-Related Litigation on Public Companies

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

Dorsey & Whitney LLP

Discretionary Equity Awards to Directors Subject to “Entire Fairness” Standard of Review

Dorsey & Whitney LLP on

Human nature being what it is, the law, in its wisdom, does not presume that directors will be competent judges of the fair treatment of their company where fairness must be at their own personal expense. According to the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Boards Beware: Delaware Supreme Court Limits Application of Deferential Standard for Reviewing Director Equity Awards

On December 13, 2017, the Delaware Supreme Court issued an opinion, In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169, holding that, except under limited circumstances, the court will not apply the...more

Mintz - Employment Viewpoints

Another Reminder that Director Limits set forth in Equity Plans Allow Director Compensation to be Reviewed under the more Lenient...

Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder...more

Snell & Wilmer

Public Companies Should Consider Shareholder Reapproval of Section 162(m) Performance Compensation Plans Approved in 2012

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As public companies continue to prepare for the 2017 proxy season, we wanted to provide a final reminder of an executive compensation related item that might require shareholder approval in 2017. As reported in Part 1 of our...more

Skadden, Arps, Slate, Meagher & Flom LLP

"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

Skadden, Arps, Slate, Meagher & Flom LLP

"Avoiding an ISS Negative Recommendation: Considerations for Companies Seeking Shareholder Approval of Equity Incentive Plan...

As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, companies should keep in mind the positions of...more

Parker Poe Adams & Bernstein LLP

Tips for Seeking Shareholder Approval of Equity Benefit Plans

Most public companies regularly submit equity benefit plans to their shareholders for approval. As a general rule, both NYSE and Nasdaq require that every new benefit plan, and any material amendment to an existing plan, be...more

Snell & Wilmer

2016 End of Year Plan Sponsor “To Do” List (Part 1) Executive Compensation

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As 2016 comes to an end, we are pleased to present you with our traditional End of Year Plan Sponsor “To Do” Lists. Like last year, we are presenting our “To Do” Lists in three separate Employee Benefits Updates. Part 1 of...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Director Compensation in the Spotlight"

Individuals serving on company boards of directors should carefully examine director compensation programs and decisions involving their own compensation following an April 30, 2015, ruling by the Delaware Court of Chancery....more

Cooley LLP

Blog: Will The SEC Finally Provide Some Relief From The Nearly Incomprehensible Proxy Statement Requirement For A New Plan...

Cooley LLP on

Keith Higgins, Director of Corp Fin, hinted that he might be giving us a welcome gift in the future: a revision of Item 10 of Schedule 14A, the proxy statement – in my view, a component of the disclosure rules that has too...more

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