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November 15, 2017 Thoughtful Pay Alerts
ISS Issues Reminder about Updating Peer Group Ahead of 2018 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 2018 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, 2017 Thoughtful Pay Alerts
Director Compensation likely to be Target of ISS 2018 Policy Updates
Download a pdf of this article » As it does each fall, Institutional Shareholder Services has published a preview of some of its likely updates to its corporate governance policies for U.S. companies for the 2018 proxy season. Although it is not a comprehensive summary of all of the policy changes that may apply in 2018, the preview highlights a potentially significant item for the Boards of...Read MoreOctober 19, 2017 Thoughtful Pay Alerts
Employee Stock Plan Proposals at the Tech 150
Download a pdf of this article » As in each of the last six years, employee stock plan proposals were plentiful in the technology sector in 2017. This Thoughtful Pay Alert summarizes the results of our review of the definitive proxy materials filed with the Securities and Exchange Commission among 150 representative publicly-traded technology companies primarily headquartered in the San...Read MoreSeptember 29, 2017 Thoughtful Disclosure Alerts
Complying With the CEO Pay Ratio Disclosure Requirement
Download a pdf of this article » This Thoughtful Disclosure Alert has been revised to reflect the guidance issued by the Securities and Exchange Commission on September 21, 2017. Starting in 2018, public companies will be required to disclose in their annual report on Form 10-K and definitive proxy statement the ratio of the median of the annual total compensation of their employees (other...Read MoreSeptember 29, 2017 Thoughtful Disclosure Alerts
The CEO Pay Ratio Rule: Determining Your Employee Population
Download a pdf of this article » This Thoughtful Disclosure Alert has been revised to reflect the guidance issued by the Securities and Exchange Commission on September 21, 2017. Starting in 2018, public companies will be required to disclose in their annual report on Form 10-K and definitive proxy statement the ratio of the median of the annual total compensation of their employees (other...Read MoreSeptember 29, 2017 Thoughtful Disclosure Alerts
The CEO Pay Ratio Rule: The Foreign Employee Exemptions
Download a pdf of this article » This Thoughtful Disclosure Alert has been revised to reflect the guidance issued by the Securities and Exchange Commission on September 21, 2017. Starting in 2018, public companies will be required to disclose in their annual report on Form 10-K and definitive proxy statement the ratio of the median of the annual total compensation of their employees (other...Read MoreSeptember 25, 2017 Thoughtful Pay Alerts
Second Round of “Say on Frequency” Votes Show Sharp Increase in Annual Voting
Download a pdf of this article » Along with the now well-known shareholder advisory vote on named executive officer compensation (the “Say-on-Pay Vote”), the Dodd-Frank Wall Street Reform and Consumer Protection Act also introduced the shareholder advisory vote on the frequency of future Say-on-Pay votes (the “Say-on-Frequency Vote”). This latter vote requires public companies, at least once...Read MoreSeptember 11, 2017 Thoughtful Pay Alerts
“Say on Pay” at the Bay Area Tech 120 – A First Look at 2017
Download a pdf of this article » Now that the summer is reaching its conclusion, it’s time to take a look at this year’s results for 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 Section 14A of the Securities Exchange Act of 1934 (as added by the Dodd-Frank Wall Street Reform and Consumer...Read MoreJuly 31, 2017 Thoughtful Disclosure Alerts
The CEO Pay Ratio Disclosure Requirement – Time to Get Started
Download a pdf of this article » STARTING IN 2018, public companies will be required to disclose in their annual report on Form 10-K, definitive proxy statement, and certain other SEC filings the ratio of the annual total compensation of their Chief Executive Officer to the median of the annual total compensation of their other employees (the “Pay Ratio Rule”). This initial disclosure will be...Read MoreJuly 25, 2017 Archived Alerts
Complying With the CEO Pay Ratio Disclosure Requirement
Download a pdf of this article » This Thoughtful Disclosure Alert is no longer current as it does not reflect the guidance issued by the Securities and Exchange Commission on September 21, 2017. An updated version of this Thoughtful Disclosure Alert, reflecting the September guidance, is available here . STARTING IN 2018, public companies will be required to disclose in their annual report on...Read MoreJuly 25, 2017 Archived Alerts
The CEO Pay Ratio Rule: Determining Your Employee Population
Download a pdf of this article » This Thoughtful Disclosure Alert is no longer current as it does not reflect the guidance issued by the Securities and Exchange Commission on September 21, 2017. An updated version of this Thoughtful Disclosure Alert, reflecting the September guidance, is available here . STARTING IN 2018, public companies will be required to disclose in their annual report on...Read MoreJuly 25, 2017 Archived Alerts