Category: Executive Compensation and Disclosure

What Counts as a “Perk” During the COVID-19 Pandemic?

Compensation Committees / Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Other categories / Proxy Statements and Annual Meetings / SEC Rulemaking

22 Sep, 2020

What Counts as a “Perk” During the COVID-19 Pandemic?

Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic. Now the SEC has released additional guidance as to when these benefits constitute perquisites or personal benefits that should be included in executive compensation for proxy disclosure purposes. See Question 219.05 of the SEC’s Compliance and Disclosure Interpretations. ...

SEC Provides Filing Relief for Companies Affected by Coronavirus

Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Investor Relations and Communications / Proxy Statements and Annual Meetings / SEC Rulemaking

4 Mar, 2020

SEC Provides Filing Relief for Companies Affected by Coronavirus

The Securities and Exchange Commission issued an order today providing filing relief for companies that are affected by the coronavirus. In the order, the Commission notes that disruptions to transportation, and limited access to facilities, support staff, and professional advisors as a result of COVID-19, could hamper the efforts of public companies and other persons with filing obligations to meet their filing deadlines. Companies may...

Did you catch these developments for the 2019 proxy statement and Form 10-K?

Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Other categories / Proxy Statements and Annual Meetings / SEC Rulemaking

15 Jan, 2019

Did you catch these developments for the 2019 proxy statement and Form 10-K?

The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends. The following governance and disclosure developments should be considered in the course of preparing these filings. For additional background, see our presentation and supplemental materials for Preparing for the 2019 SEC Reporting Season. Proxy Statement Impact of the government shutdown: During the government shut down, the SEC is...

ISS Updates FAQs on US Compensation Policies

Board Governance and Compensation / Compensation Committees / Corporate Governance Committees, Policies and Practices / Equity Compensation / Executive Compensation and Disclosure / Other categories / Proxy Statements and Annual Meetings

27 Dec, 2018

ISS Updates FAQs on US Compensation Policies

ISS released its annual update of frequently asked questions on its US Compensation Policies on December 20, 2018 (preliminary updates had been released in November). The updates are effective for shareholder meetings occurring on or after February 1, 2019. There are nine new or materially updated questions, which are summarized below: #19 Will any of the quantitative pay-for-performance screens change in 2019? No. The screens...

SEC Issues $1.75 Million Penalty Over Perks Disclosures

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

10 Jul, 2018

SEC Issues $1.75 Million Penalty Over Perks Disclosures

A recent SEC consent order against The Dow Chemical Company reminds companies that when evaluating whether or not to disclose a payment or benefit to an executive as a perk in a proxy statement, the fact that the item has a tangential business purpose, or is convenient for the company, is insufficient grounds to exclude the item as a perk. In order to be excluded as...

SEC Expands on “Smaller Reporting Companies” Eligible for Scaled Disclosure

Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Proxy Statements and Annual Meetings / SEC Rulemaking / Securities Act Compliance

29 Jun, 2018

SEC Expands on “Smaller Reporting Companies” Eligible for Scaled Disclosure

The SEC announced that it has voted to amend the definition of “smaller reporting company,” or “SRC,” expanding the population of companies that qualify for a range of scaled (reduced) disclosure requirements. The rules will become effective 60 days after publication in the Federal Register. Examples of scaled disclosure include that SRCs, in their annual reports on Form 10-K, are not obligated to include risk...

Disclosure Implications of the Tax Cuts and Jobs Act

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

29 Jan, 2018

Disclosure Implications of the Tax Cuts and Jobs Act

As companies prepare their Form 10-K and proxy statement disclosures, they will be challenged with disclosing the impact of the Tax Cuts and Jobs Act on performance results for the purposes of financial reporting as well as for compensation measurement. Here is a short list of issues to be aware of. Form 10-K Disclosure Implications of Tax Reform: Sections in the MD&A likely to be...

Compensation Committees / Executive Compensation and Disclosure / Other categories / SEC Rulemaking

18 Sep, 2017

CEO Pay Ratio Rule Will Not Be Delayed

At last Friday’s ABA annual meeting, Bill Hinman (with the standard disclaimer that he is speaking for himself and not on behalf of the SEC) confirmed that the SEC will not be delaying implementation of the CEO pay ratio rule, which will require most public companies to report the pay ratio in their 2018 proxy statements, for the first fiscal year beginning on or after...

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...

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...

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