Author: Cam C. Hoang

Cam helps clients with corporate matters including governance and SEC compliance, equity plans and executive compensation, securities offerings, and mergers and acquisitions. Prior to her return to Dorsey, Cam was Senior Counsel and Assistant Secretary at General Mills, Inc., where she helped the company achieve its corporate governance and SEC compliance objectives, worked on securities offerings and M&A transactions, risk management, foundation governance, and general corporate and commercial matters. Before joining General Mills in 2005, Cam was an associate for five years in the Dorsey Corporate Group in Minneapolis.

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SEC Updates Regulatory Flex Agenda, Tables Dodd-Frank Rules on Executive Compensation Disclosure

Compensation Committees / Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Legislative Actions / SEC Rulemaking

24 Jul, 2017

SEC Updates Regulatory Flex Agenda, Tables Dodd-Frank Rules on Executive Compensation Disclosure

The SEC’s semi-annual update of its rulemaking docket was released on July 20. Overall, the SEC has cut its rulemaking agenda by about half under the Trump administration. A number of long-anticipated Dodd-Frank rulemakings on executive compensation disclosure are missing from the docket: Pay Versus Performance Listing Standards for Recovery of Erroneously Awarded Compensation (Clawbacks) Disclosure of Hedging by Employees, Officers and Directors Incentive Compensation at...

Stock Transfer Restrictions Should Be Conspicuously Noted, Delaware Chancery Court Opinion Reminds Issuers

Securities Act Compliance

24 Jul, 2017

Stock Transfer Restrictions Should Be Conspicuously Noted, Delaware Chancery Court Opinion Reminds Issuers

In Henry v. Phixios Holdings, Inc., C.A. No. 12504-VCMR,the Delaware Court of Chancery held that pursuant to Section 202 of the General Corporation Law, in order for a stockholder to be bound by stock transfer restrictions that are not “noted conspicuously on the certificate or certificates representing the security,” he must have actual knowledge of the restrictions before he acquires the stock. If the stockholder...

ISS Peer Group Submission Window Closes This Friday, for Companies with Fall/Winter Meetings

Compensation Committees / Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Proxy Statements and Annual Meetings

17 Jul, 2017

ISS Peer Group Submission Window Closes This Friday, for Companies with Fall/Winter Meetings

For U.S. and Canadian companies with annual meetings to be held between September 16, 2017, and January 31, 2018, the window for alerting Institutional Shareholder Services (ISS) about changes to self-selected peer groups used for executive compensation benchmarking closes this Friday, July 21st, at 8:00 pm EDT. Information on self-selected peer groups may influence ISS as it constructs the peer groups that it uses in...

SEC Commissioner Addresses Prospects for CEO Pay Ratio

Compensation Committees / Corporate Governance Committees, Policies and Practices / Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Legislative Actions / Proxy Statements and Annual Meetings / SEC Rulemaking

1 Jul, 2017

SEC Commissioner Addresses Prospects for CEO Pay Ratio

This week, during his opening remarks at the 2017 National Conference of the Society for Corporate Governance, SEC Commissioner Michael Piwowar remarked on prospects for repealing or delaying the CEO pay ratio rule. Under the rule, most public companies must disclose the median of the annual total compensation of all employees (including non-U.S., part-time, temporary and seasonal workers), except for the CEO; the annual total...

SEC Charges CEO with Failing to Disclose Perks to Shareholders

Executive Compensation and Disclosure / Securities Act Compliance

1 Jun, 2017

SEC Charges CEO with Failing to Disclose Perks to Shareholders

Companies frequently wrestle with perks in their proxy executive compensation disclosure. Whether an item constitutes a perk often requires judgment based on the facts and circumstances,¹ and disclosure may elicit intense, public scrutiny over what amounts to a relatively small percentage of an executive’s total compensation package.² From time to time, the SEC issues a cautionary tale that perks need to be accounted for and reported...

The House Financial Services Committee to Hold a Hearing on Financial CHOICE Act 2.0 this Wednesday – Here’s a Summary of Governance and Executive Compensation Provisions

Corporate Governance Committees, Policies and Practices / Executive Compensation and Disclosure / Legislative Actions

24 Apr, 2017

The House Financial Services Committee to Hold a Hearing on Financial CHOICE Act 2.0 this Wednesday – Here’s a Summary of Governance and Executive Compensation Provisions

While passage in the House seems likely, the Financial Choice Act may undergo significant changes before it may pass in the Senate. Here is a summary of certain governance and executive compensation provisions that are included in the discussion draft: Prohibit Universal Proxy Ballots. Currently, companies are not required to use a universal proxy ballot in the event of a proxy contest, so shareholders receive...

Shareholder Proposals Restricting Board/Management Access to Preliminary Voting Results May Be Excluded

Investor Relations and Communications / Proxy Statements and Annual Meetings / SEC Rulemaking / Shareholder Activism

13 Jan, 2017

Shareholder Proposals Restricting Board/Management Access to Preliminary Voting Results May Be Excluded

On January 6, 2017, the SEC Staff granted no-action relief that would allow companies to exclude shareholder proposals preventing management or the board from accessing preliminary voting results on uncontested matters prior to the annual meeting, including a running tally of votes for and against, and using that information to solicit votes. See, The Boeing Company, Ferro Corporation, Honeywell International Inc., L-3 Communications Holdings, Inc.,...

ISS Releases New and Updated FAQs on U.S. Equity Compensation Plans

Corporate Governance Committees, Policies and Practices / Equity Compensation / Executive Compensation and Disclosure / Investor Relations and Communications

22 Dec, 2016

ISS Releases New and Updated FAQs on U.S. Equity Compensation Plans

Last Friday, ISS released new and updated FAQS on U.S. Equity Compensation Plans, as summarized below. These FAQs provide new and updated guidance on ISS’s evaluation of equity compensation plan proposals, including treatment of performance-based awards in burn rate calculations, bundling of plan amendment proposals, updates to ISS’s Equity Plan Scorecard (EPSC) policies, and the EPSC as it applies to newly public companies. Since 2015,...

Board Governance and Compensation / Proxy Statements and Annual Meetings / Shareholder Activism

2 Dec, 2016

Recent Developments in Proxy Access

As the 2017 proxy season begins to unfold, proxy access continues to be a focus of shareholder proposals. Last year, companies that had already adopted mainstream proxy access bylaws, or that were planning to put mainstream proxy access bylaws up for a shareholder vote, were largely successful in being able to exclude shareholder proposals to adopt proxy access bylaws on the grounds that such proposals...

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