Governance & Compliance Insider

SEC Staff Makes Life a Little Easier for Reporting Companies by Permitting Annual Reports to Shareholders to be posted on Company Websites

Exchange Act Reporting and Disclosure Effectiveness / Proxy Statements and Annual Meetings / SEC Rulemaking

9 Nov, 2016

SEC Staff Makes Life a Little Easier for Reporting Companies by Permitting Annual Reports to Shareholders to be posted on Company Websites

On November 3, 2016, in a new C&DI, the SEC Staff stated they will not object if a company posts an electronic version of its annual report to shareholders on its corporate web site by the dates specified in Rule 14a-3(c), Rule 14c-3(b) and Form 10-K, respectively, in lieu of mailing paper copies or submitting it on EDGAR. The report must remain accessible for at...

Securities Act Compliance

9 Nov, 2016

SEC Clarifies Baby Shelf Rules

The Securities and Exchange Commission (“SEC”) recently issued a new compliance and disclosure interpretation (the “New C&DI”) in Question 116.25 regarding the availability of Form S-3 for the registration and sale of shares by companies with public float less than $75 million. Instruction I.B.6(a) to Form S-3 states that if a registrant has a public float of less than $75 million, the registrant may only...

ISS Rebrands “QuickScore” to “QualityScore,” Adds and Updates Governance Factors

Corporate Governance Committees, Policies and Practices / Investor Relations and Communications

4 Nov, 2016

ISS Rebrands “QuickScore” to “QualityScore,” Adds and Updates Governance Factors

Institutional Shareholder Services (ISS) is rebranding its governance scoring solution “ISS QuickScore” to “ISS QualityScore,” though the underlying methodology appears very similar. As in the past, covered companies can review, verify and provide feedback on the data used to determine their scores via a complimentary Data Verification tool accessed through the Governance Analytics platform. See instructions for accessing the Data Verification tool here. Data verification...

SEC Proposes Universal Ballots in Contested Elections

Proxy Statements and Annual Meetings / SEC Rulemaking / Shareholder Activism

1 Nov, 2016

SEC Proposes Universal Ballots in Contested Elections

On October 26, 2016, in a split vote, the SEC proposed the mandated use of universal ballots in contested director elections at annual meetings. The proposed rules were controversial even before they were proposed – the House of Representatives approved a spending bill this summer that included a provision prohibiting the SEC from proposing or implementing the use of the universal ballots in contested elections....

New CDIs Help Issuers With Pay Ratio Disclosure, A Little

Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Investor Relations and Communications / SEC Rulemaking

25 Oct, 2016

New CDIs Help Issuers With Pay Ratio Disclosure, A Little

On October 19th, the SEC released five new Compliance and Disclosure Interpretations (“CDIs”) relating to the upcoming “Pay Ratio Disclosure” requirements in Item 402(u) of Regulation S-K. Item 402(u) Pay Ratio Disclosure requirements, mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, require each covered public company to make annual disclosure of the ratio of its principal executive officer’s total annual compensation to...

Nasdaq Doesn’t Require Shareholder Approval of Equity Compensation Plan Amendments to Increase Tax Withholding

Executive Compensation and Disclosure

24 Oct, 2016

Nasdaq Doesn’t Require Shareholder Approval of Equity Compensation Plan Amendments to Increase Tax Withholding

Material amendments to equity compensation plans require shareholder approval under Nasdaq rules. Last week, Nasdaq posted a new FAQ #1269 regarding amendments to equity compensation plans to increase the tax withholding rate. FAQ #1269 is set forth below. “Generally, an amendment to increase the withholding rate to satisfy tax obligations would not be considered a material amendment to an equity compensation plan. Allowing the holder...

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

6 Sep, 2016

Hyperlinks Proposed for SEC Filings

On August 31, 2016, as part of the SEC’s continued Disclosure Effectiveness Initiative, the SEC proposed amendments that would require the inclusion of hyperlinks to exhibits to most registration statements and periodic and current reports. The proposed rules would also require these filings to be in HTML format. Read more in our full summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/09/hyperlinks-proposed-for-sec-filings

Equity Compensation

30 Aug, 2016

NYSE Clarifies Answers to Certain FAQs on Equity Compensation Plans

Rule 303A.08 of the NYSE Listed Company Manual requires that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions to such plans, with limited exceptions specified in the Rule. The NYSE issued clarifications to certain FAQs on the Rule on August 18, 2016, which are summarized in the following memo: https://www.dorsey.com/newsresources/publications/client-alerts/2016/08/nyse-clarifies-answers-to-certain-faqs

Comment Period Extended by a Month for Proposed Mining Property Disclosure Rules

SEC Rulemaking

29 Aug, 2016

Comment Period Extended by a Month for Proposed Mining Property Disclosure Rules

On June 16, 2016, the SEC proposed new rules to update disclosure requirements for mining properties. The intent of the extensive and complex proposed rules is to align them more closely with current industry and global standards, specifically disclosure standards based on the Committee for Mineral Reserves International Reporting Standards. The SEC’s current disclosure requirements for mining properties, Industry Guide 7 (Mining Operations), are woefully...

Can you design better compensation disclosure? The SEC wants your thoughts on S-K Item 402 – and the rest of Subpart 400

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

26 Aug, 2016

Can you design better compensation disclosure? The SEC wants your thoughts on S-K Item 402 – and the rest of Subpart 400

As part of its Disclosure Effectiveness Initiative, the SEC has previously requested comments on parts of Regulation S-K and Regulation S-X. On August 25th, the SEC requested comment on Subpart 400 of Regulation S-K. Subpart 400 covers a lot of territory, including disclosure requirements on management, compensation and corporate governance. The Fixing America’s Surface Transportation Act (FAST Act) required the SEC to review Regulation S-K...

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