Thoughtful Pay Alerts

SEC to Take Up Compensation Recovery (“Clawback”) Disclosure Requirement

Download a pdf of this article » On October 14, 2021, the SEC announced that it was reopening the comment period on its proposed rules directing the national securities exchanges to amend their listing standards to require public companies to adopt and disclose their written clawback policy to maintain their listing status. The SEC is seeking further comment and analysis on both the original...Read More

ISS Issues 2022 Draft Policy Updates; Board Diversity, Multi-Class Stock Structures and Climate in the Spotlight

Download a pdf of this article » Currently, Institutional Shareholder Services (“ISS”) is soliciting comment on more than a dozen possible updates to its benchmark voting policies for the 2022 proxy season. As it does each fall, ISS has published a preview of 16 proposed voting policy changes for 2022 across several regional and market policies. The preview highlights two proposed updates for...Read More

SEC Approves NASDAQ Board Diversity Rule

Download a pdf of this article » On August 6, 2021, the SEC approved new rules for the Nasdaq Stock Market (“Nasdaq”) that address diversity requirements for the board of directors of listed companies. Generally, the new rules would establish “aspirational” board diversity objectives for Nasdaq-listed companies of at least two “diverse” directors, including one female director and one director...Read More

SEC to Revisit Regulation of Proxy Advisory Firms

Download a pdf of this article » On June 1, 2021, the new Chair of the Securities and Exchange Commission, Gary Gensler, directed the Staff to consider whether to revisit the SEC’s 2019 interpretive guidance and 2020 rule amendments that would subject proxy advisory firms, primarily Institutional Shareholder Services (“ISS”) and Glass Lewis (which control 95% of the...Read More

Board Gender Diversity in the Tech 200

Download a pdf of this article » A fundamental element of corporate governance is the composition of the board of directors. And while SEC rules require disclosure of how the board nominating committee considers diversity in identifying director candidates, such rules do not define the term “diversity,” leaving it to each company to determine what it means in the context of their business. As...Read More