December 5, 2012 Archived Alerts
ISS Releases Guidance on Revised Peer Group Selection Methodology
As discussed in our recent Thoughtful Pay Alert on Institutional Shareholder Services’ updates to its U.S. corporate governance benchmark policy guidelines for 2013, ISS has revised its selection methodology for the peer group that it will use in assessing the alignment of a company’s executive compensation with corporate performance. One of these revisions gives greater weight to the...Read MoreDecember 5, 2012 Archived Alerts
ISS Issues 2013 Policy Updates
Institutional Shareholder Services, the prominent corporate governance advisory services firm, has updated its U.S. corporate governance benchmark policy guidelines for 2013. In the aftermath of the criticism it received with respect to its new “pay for performance” methodology for evaluating the link between corporate performance and executive pay (which is a key consideration in how ISS...Read MoreDecember 4, 2012 Thoughtful Pay Alerts
Employee Stock Plan Proposals at the Bay Area 150
Although the spotlight during the 2012 proxy season was clearly focused on the second year of shareholder advisory votes on executive compensation (“Say-on-Pay”), employee stock plan proposals (that is, proposals to either adopt a new employee stock plan or increase the share reserve for an existing plan) were also common at public technology and life sciences companies. As in prior years,...Read MoreNovember 19, 2012 Thoughtful Pay Alerts
New Form of Say-on-Pay Litigation Appears
In recent months, a new form of Say-on-Pay lawsuit has appeared. These suits, which are filed as “class actions” after a company has filed and disseminated the definitive proxy materials for its annual meeting of shareholders, seek to enjoin the company from conducting its scheduled shareholder advisory vote on the compensation of its named executive officers (a “Say-on-Pay” vote),...Read MoreOctober 18, 2012 Thoughtful Pay Alerts
National Exchanges Propose Rules for Compensation Committees
Recently, the New York Stock Exchange (“NYSE”) and the NASDAQ Stock Market (“NASDAQ”) proposed revisions to their listing standards regarding the independence of directors serving on board compensation committees and the independence of the advisers to such committees. The eventual approval of these proposals will complete the rulemaking required by Section 952 of the...Read MoreOctober 18, 2012 Archived Alerts
ISS Previews 2013 Policy Updates
Institutional Shareholder Services, Inc., the prominent corporate governance advisory services firm, has published a preview of some of its likely updates to its corporate governance policies for U.S. companies for the 2013 proxy season. Although it is not a comprehensive summary of all of the policy changes that may apply in 2013, the preview highlights two important items for technology and...Read MoreOctober 17, 2012 Thoughtful Pay Alerts
"Say on Pay" at the Bay Area 150 –An Updated Look at Year Two
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 the Dodd-Frank Wall Street Reform and Consumer Protection Act continues to be the focal point of the 2012 proxy season. Now in its second year, the Say-on-Pay Vote has become the “report card” on the effectiveness of a...Read MoreSeptember 7, 2012 Thoughtful Pay Alerts
Compensation Recovery (“Clawback”) Provisions – Becoming Familiar with the Looming Requirement
Sometime, in the not too distant future, the Securities and Exchange Commission will finally begin the process of adopting rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 954, which added new Section 10D to the Securities Exchange Act of 1934, requires every public company listed on a national securities exchange to adopt, maintain, and...Read MoreJuly 9, 2012 Thoughtful Pay Alerts
SEC Issues Final Rules for Compensation Committee and Adviser Independence Standards
On June 20, 2012, the Securities and Exchange Commission adopted final rules directing the national securities exchanges to amend their listing standards to require public companies to satisfy new independence requirements for their board compensation committees to maintain their listing status. The final rules are substantially similar to the proposed rules originally issued by the SEC on...Read MoreJuly 6, 2012 Thoughtful Pay Alerts
"Say on Pay" at the Bay Area 150 – A First Look at Year Two
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 the Dodd-Frank Wall Street Reform and Consumer Protection Act continues to be the focal point of the 2012 proxy season. Now in its second year, the Say-on-Pay Vote has become the “report card” on the effectiveness of a...Read MoreJune 29, 2012 Thoughtful Pay Alerts
Newly-Public Companies and the ISS "Pay for Performance" Analysis
In 2011, Institutional Shareholder Services (“ISS”), the prominent corporate governance advisory services firm, made significant revisions to its CEO “pay for performance” analytics as part of its updates to its U.S. corporate governance policies for the 2012 proxy season. ISS is applying this revised analysis primarily in formulating its voting recommendation for...Read MoreMay 10, 2012 Thoughtful Pay Alerts