ISS Solicits Comment on 2024 Benchmark Voting PolicyUpdates; No U.S. Policy Updates Likely
Download a pdf of this article » Last week, Institutional Shareholder Services Governance (“ISS”) closed its public comment period on potential updates to its benchmark voting policies for the 2024 proxy season. Unlike prior years, ISS did not seek comment on any changes to its proxy voting guidelines covering U.S. corporate governance or executive compensation […]
Glass Lewis Publishes Updates to 2024 U.S. Voting Policy Guidelines
Download a pdf of this article » Glass, Lewis & Co. (“Glass Lewis”) recently published updates to its benchmark voting policy guidelines for U.S. companies, applicable to annual meetings of shareholders held starting January 1, 2024. In addition to various governance-related policy revisions and clarifying amendments to existing guidelines, Glass Lewis has made significant updates […]
“Pay Versus Performance” Disclosures in the Technology and Life Sciences Sectors
Download a pdf of this article » As we begin to move towards the end of 2023, we have taken a closer look at the newest executive compensation disclosure item appearing in proxy statements for the first time this year – the “pay-versus-performance” table and related information. Mandated by the Dodd-Frank Wall Street Reform and […]
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 2019. ISS considers […]
Director Compensation in 2019
Download a pdf of this article » A recent decision of the Delaware Court of Chancery (Stein v. Blankfein, et. al.) is a stark reminder of the ongoing risk of litigation over director compensation. Reaffirming the decision of the Delaware Supreme Court in In re: Investors Bancorp, Inc. Stockholder Litigation, the Chancery Court refused to […]
Equity Practices at Technology Companies with Multi-Class Stock Structures
Download a pdf of this article » In recent years, the number of companies conducting an IPO with a multi-class stock structure has been quite pronounced. For example, in 2018 more than 10% of the companies that conducted an IPO on the U.S. national securities exchanges (15 of 140 companies) had multi-class stock structures. Nearly […]
New Hedging Disclosure Rule Compliance Date Draws Near
Download a pdf of this article » New Item 407(i) of Regulation S-K, the hedging disclosure rule adopted by the Securities and Exchange Commission in December 2018, will soon begin to apply to certain public companies. Generally, public companies will need to disclose whether they maintain practices or policies regarding their employees’ (including officers) and […]
Complying With the CEO Pay Ratio Rule in 2019
Download a pdf of this article » As we move towards the start of the 2019 proxy season, we also begin the second year of compliance with Item 402(u) of Regulation S-K, the CEO pay ratio rule. While compliance should generally be easier for companies that had to make their initial pay ratio disclosures in […]
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 […]
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 […]