July 25, 2011 Thoughtful Pay Alerts
Court Strikes Down SEC “Proxy Access” Rule
Without a doubt, the most closely watched item of the 2011 proxy season has been the two shareholder advisory votes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act – the non-binding advisory vote on the executive compensation program (the so-called “Say-on-Pay Vote”) and the non-binding advisory vote on the preferred frequency (one, two, or three years) of future...Read MoreJuly 25, 2011 Thoughtful Pay Alerts
Court Strikes Down SEC “Proxy Access” Rule
On Friday, July 22, 2011, the United States Court of Appeals for the D.C. Circuit issued its opinion in the case of Business Roundtable and Chamber of Commerce vs. Securities and Exchange Commission vacating the SEC’s so-called “proxy access” rule. This rule, which was adopted by a 3–2 vote of the Commission in August 2010, would have permitted a shareholder (or group of shareholders)...Read MoreApril 5, 2011 Thoughtful Pay Alerts
SEC Initiates Rulemaking for Compensation Committee/Committee Adviser Independence Standards
Among its various executive compensation provisions, the Dodd-Frank Act requires the Securities and Exchange Commission and the national securities exchanges to strengthen the independence of board compensation committees and to require such committees to assess the independence of any compensation consultant, legal counsel, or other adviser before engaging them. The Dodd-Frank Act also...Read MoreFebruary 3, 2011 Thoughtful Pay Alerts
SEC Adopts “Say on Pay” Rules
On January 25, 2011, the Securities and Exchange Commission adopted rules implementing the various shareholder advisory votes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Largely procedural in nature, the rules address a number of questions about how companies are to conduct the new advisory vote to approve the compensation of their executive officers and the...Read MoreFebruary 3, 2011 Thoughtful Pay Alerts
SEC Adopts “Say on Pay” Rules
On January 25, 2011, the Securities and Exchange Commission adopted rules implementing the various shareholder advisory votes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Largely procedural in nature, the rules address a number of questions about how companies are to conduct the new advisory vote to approve the compensation of their executive officers and the...Read MoreJanuary 5, 2011 Archived Alerts
ISS Issues Policy Updates for 2011 Proxy Season
In December 2010, Institutional Shareholder Services, the prominent corporate governance advisory services firm, updated its “burn rate” tables, which govern its voting recommendations on equity plan proposals. As described below, burn rate levels increased significantly for technology and life sciences companies. ISS also issued several “Frequently Asked Questions” which explain various...Read MoreJanuary 5, 2011 Archived Alerts
ISS Updates Burn Rate Tables for 2011 Proxy Season
Download a pdf of this article » In December 2010, Institutional Shareholder Services, the prominent corporate governance advisory services firm, updated its “burn rate” tables, which govern its voting recommendations on equity plan proposals. As described below, burn rate levels increased significantly for technology and life sciences companies. ISS also issued several “Frequently Asked...Read MoreDecember 1, 2010 Archived Alerts
ISS Issues Policy Updates for 2011 Proxy Season
Institutional Shareholder Services, the prominent corporate governance advisory services firm, has updated its U.S. corporate governance policies for 2011. This latest annual update addresses, among other things, the corporate governance and executive compensation policies that ISS will use to determine its voting recommendations for its proxy advisory clients during the upcoming 2011 proxy...Read MoreOctober 25, 2010 Thoughtful Pay Alerts
SEC Proposes “Say on Pay” Rules
The Securities and Exchange Commission has proposed rules to implement the various shareholder advisory votes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Largely procedural in nature, the proposed rules address a number of questions about how companies are to conduct the new advisory vote to approve the compensation of their executive officers (the “Say-on-Pay...Read MoreOctober 14, 2010 Thoughtful Pay Alerts
Preparing Your Executive Compensation Disclosure for Say on Pay
In a few short weeks, companies will begin preparing their proxy materials for their 2011 annual meetings of shareholders. While normally a routine task, this year’s preparations will be complicated by two significant new requirements imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act. As we now know, at each annual meeting of shareholders occurring after January 21,...Read MoreSeptember 20, 2010 Thoughtful Pay Alerts
SEC Outlines Dodd-Frank Rulemaking Schedule
The Securities and Exchange Commission has published its tentative schedule for proposing and adopting rules to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As you know, although the Dodd-Frank Act contains a number of provisions affecting executive compensation practice and disclosure, most of these provisions do not contain an effective date....Read MoreAugust 26, 2010 Thoughtful Pay Alerts