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Notable recent support for triennial say-on-pay include Viacom, with insiders controlling about 80%, and Franklin Resources, which barely squeaks in 57% support for triennial even though ...
We’ve all engaged in the “what-if” scenarios of close votes on the say-on-pay frequency vote, faced by Green Mountain Coffee Roasters. The company recommended triennial say-on-pay ...
While ISS voting recommendation reports for companies are not “public”, sometimes additional soliciting materials filed by a company are informative. On March 2nd, Disney filed its f...
We did so well with our sound bites in our last interview that we were again quoted by Compliance Week (subscription required) on another Rule 14a-8 story, this time on substantial implem...
You can’t talk about governance these days without someone bringing up “shareholder engagement,” so it’s not surprising that there is now a study on the subject. This ISS and IRR...
We were quoted in a recent Compliance Week story (subscription required) on the evolution of the ordinary business exclusion in getting the SEC staff to agree on companies’ no-action re...
The SEC staff issued a surprising CDI recently. Seems that the biographies of directors who are not standing for re-election are required to be disclosed under both Item 401(a) and Item ...
The SEC proposed yesterday to readopt the beneficial ownership rules currently in effect to preserve the status quo with respect to security-based swaps after Section 766 of the Dodd-Fran...
A proposed rule issued under Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act would subject financial institutions with $1 billion of assets to substantive and...