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July 9, 2019 Thoughtful Disclosure Alerts
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 dismiss a breach of fiduciary duty claim predicated on...Read MoreJune 17, 2019 Thoughtful Disclosure Alerts
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 half (seven) of these 15 companies are in the technology sector...Read MoreMay 29, 2019 Thoughtful Disclosure Alerts
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 directors’ ability to hedge the...Read MoreJanuary 24, 2019 Thoughtful Disclosure Alerts
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 2018, there are still some important decisions that will have to be made as part of the...Read MoreJanuary 18, 2019 Thoughtful Pay Alerts
SEC Issues Final Hedging Disclosure Rule
Download a pdf of this article » On December 18, 2018, the Securities and Exchange Commission moved one step closer to completing its compensation-related rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act by adopting a final rule requiring public companies to disclose whether they maintain practices or policies regarding their employees (including officers) and...Read MoreJanuary 8, 2019 Thoughtful Pay Alerts
ISS Publishes Final FAQs and Burn Rate Tables for 2019 Proxy Season
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 2019. These documents include Frequently-Asked Questions (“FAQs”) for both its U.S. compensation policies and U.S. equity compensation plans. At the same...Read MoreJanuary 8, 2019 Thoughtful Pay Alerts
Perquisite and Executive Benefit Practices in the Technology Sector
Download a pdf of this article » Whether a result of the egalitarian culture in which many of these companies were founded, or simply a by-product of the current investor and regulatory environment which frowns on excessive personal benefits provided at shareholders’ expense, perquisites and other personal benefits tend to represent a nominal portion of the pay packages of most executives at...Read MoreDecember 18, 2018 Thoughtful Pay Alerts
IRS Issues Initial Guidance on Deferral of Private Company Equity Awards
Download a pdf of this article » On December 7, 2018, the Department of the Treasury and the Internal Revenue Service issued Notice 2018-97, their initial guidance on Section 83(i) of the Internal Revenue Code, the provision allowing for the deferral of income from the exercise of stock options or the vesting of restricted stock unit (“RSU”) awards granted by certain private companies. Section...Read MoreDecember 4, 2018 Thoughtful Pay Alerts
ISS Issues 2019 Benchmark Policy Updates
Download a pdf of this article » Institutional Shareholder Services (“ISS”) has announced the updates to its U.S. benchmark voting policy guidelines for 2019. Of the two possible significant policy changes that ISS previewed in October, only one has been adopted for the 2019 proxy season – a new policy that will trigger an unfavorable recommendation for the chair of the Board nominating...Read MoreNovember 14, 2018 Thoughtful Pay Alerts
ISS Issues Reminder about Updating Peer Group Ahead of 2019 Proxy Season
Download a pdf of this article » Institutional Shareholder Services (“ISS”) is inviting companies to update their self-constructed compensation peer groups in connection with its review of their executive compensation program during the 2019 proxy season. ISS considers a company’s self-selected compensation peer group to be one of the key inputs in developing the peer group that it uses to...Read MoreNovember 2, 2018 Thoughtful Pay Alerts
Glass Lewis Publishes Updates to 2019 U.S. Voting Policy Guidelines
Download a pdf of this article » Glass Lewis & Co., Inc., the corporate governance advisory services firm, has published the updates that it has made to its voting policy guidelines on executive compensation for U.S. companies for the 2019 proxy season. Among the various updates, Glass Lewis will generally recommend against the re-election of the Nominating Committee chair of the Board of...Read MoreOctober 23, 2018 Thoughtful Pay Alerts