September 4, 2018 Thoughtful Disclosure Alerts
Looming GICS Code Changes To Affect Many Technology Companies
Download a pdf of this article » Changes to the Global Industry Classification Standard (“GICS”) structure announced late last year 2017 to better reflect modern communication activities are set to take effect at the end of September 2018. These changes, which represent the biggest reclassification of companies in the history of GISC, will affect numerous Internet and e-commerce companies,...Read MoreAugust 29, 2018 Thoughtful Disclosure Alerts
Technology Sector Equity Usage Practices
Download a pdf of this article » While equity compensation is a fundamental component of most technology company compensation programs, balancing the tension between fostering an ownership culture (which serves as a direct link between pay and performance) and managing shareholder dilution can be an ongoing challenge. Further, in recent years, institutional shareholders and their advisors have...Read MoreAugust 2, 2018 Thoughtful Pay Alerts
ISS Seeks Input on potential 2019 Voting Policy Updates
Download a pdf of this article » As it does each summer, Institutional Shareholder Services (“ISS”) has published its annual policy survey soliciting input from companies, investors, and other interested parties on potential changes to its voting guideline policies for the 2019 proxy season. The survey is the initial step in its annual global benchmark policy formulation process. ISS uses the...Read MoreJuly 24, 2018 Thoughtful Pay Alerts
“Say on Pay” at the Bay Area Tech 120 – A First Look at 2018
Download a pdf of this article » Now that the traditional proxy season has ended, it’s time to take a look at this year’s results for the non-binding shareholder advisory vote on the compensation of a company’s named executive officers (the so-called “Say-on-Pay Vote”) required by Section 14A of the Securities Exchange Act of 1934 (as added by the Dodd-Frank Wall Street Reform and Consumer...Read MoreJuly 17, 2018 Thoughtful Pay Alerts
ISS Issues Mid-Year Reminder about Updating Compensation Peer Group
Download a pdf of this article » Institutional Shareholder Services (“ISS”) has issued its annual mid-year reminder inviting companies to update their self-constructed compensation peer groups for consideration as part of its review of their executive compensation program in connection with Annual Meetings of Shareholders to be held during the remainder of 2018. ISS considers a company’s...Read MoreJune 12, 2018 Thoughtful Disclosure Alerts
CEO Pay Ratio Disclosures among Biotechnology and Pharmaceutical Companies
Download a pdf of this article » As the traditional 2018 proxy season draws to a close, we have reviewed the newest executive compensation disclosure item appearing in corporate proxy statements for the first time – the CEO pay ratio. Mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, beginning with proxy statements filed for fiscal years beginning on or after January...Read MoreMay 16, 2018 Thoughtful Disclosure Alerts
CEO Pay Ratio Disclosures at the Tech 150 (Updated)
Download a pdf of this article » With the 2018 proxy season well underway, we have taken a look at the newest executive compensation disclosure item appearing in corporate proxy statements for the first time – the CEO pay ratio. Mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, beginning with proxy statements filed for fiscal years beginning on or after January 1,...Read MoreApril 19, 2018 Thoughtful Pay Alerts
Initial CEO Pay Ratio Disclosures at the Tech 150
Download a pdf of this article » With the 2018 proxy season well underway, it’s time to take a look at the newest executive compensation disclosure item appearing in corporate proxy statements for the first time – the CEO pay ratio. Mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, beginning with proxy statements filed for fiscal years beginning on or after January 1,...Read MoreFebruary 1, 2018 Thoughtful Pay Alerts
ISS’s 2018 Policy Updates – A Closer Look
Download a pdf of this article » As expected, Institutional Shareholder Services (“ISS”) published several supplemental documents in December that elaborate on the updates to its U.S. executive compensation benchmark policy guidelines for 2018. These documents include Frequently-Asked Questions (updated for both U.S. compensation policies and U.S. equity compensation plans) and a revised...Read MoreJanuary 10, 2018 Thoughtful Pay Alerts
Director Compensation Decision-Making Process Back in the Spotlight
Download a pdf of this article » A recent decision of the Delaware Supreme Court (In re: Investors Bancorp, Inc. Stockholder Litigation) has renewed questions about when decisions by a board of directors concerning its own compensation will be protected by the “business judgment” rule. Weighing in for the first time in over 50 years on the appropriate legal standard to be used where...Read MoreJanuary 4, 2018 Thoughtful Pay Alerts
Bill Regulating Proxy Advisory Firms Approved By House of Representatives
Download a pdf of this article » Largely overshadowed by the recently enacted Tax Cuts and Jobs Act (see our Thoughtful Pay Alert, Impact of New Tax Law on Executive Compensation (December 21, 2017), in later December the House of Representatives approved H.R. 4015, the “Corporate Governance Reform and Transparency Act of 2017” (the “Act”)), which seeks to enhance the protection of investors...Read MoreDecember 21, 2017 Thoughtful Pay Alerts