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October 22, 2019 Thoughtful Pay Alerts
ISS Previews 2020 Policy Updates, Including a Policy on Multi-Class Stock Structures
Download a pdf of this article » As it does each fall, Institutional Shareholder Services (“ISS”), the corporate governance advisory services firm, has published a preview of the likely material updates to its proxy voting guidelines for U.S. companies for the 2020 proxy season. The preview highlights three proposed updates in the corporate governance area, each of which is of interest to the...Read MoreOctober 8, 2019 Thoughtful Pay Alerts
Stock Plan Proposals at the Tech 150
Download a pdf of this article » In 2019, the number of employee stock plan proposals in the technology sector increased from the prior year. This Thoughtful Pay Alert summarizes our review of the employee stock plan proposals filed with the Securities and Exchange Commission among 150 representative publicly-traded technology companies over the past year, approximately 50% of which are...Read MoreSeptember 24, 2019 Thoughtful Pay Alerts
SEC Issues Proxy Voting Guidance for Investment Advisers and Proxy Advisory Firms
Download a pdf of this article » Recently, the Securities and Exchange Commission issued guidance to investment advisers on their proxy voting responsibilities under the Investment Advisers Act of 1940, including their reliance on proxy advisory firms (such as Institutional Shareholder Services (“ISS”) and Glass Lewis & Co.) to provide research and analysis and make voting recommendations...Read MoreJuly 15, 2019 Thoughtful Disclosure Alerts
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 a company’s...Read MoreJuly 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