With proxy season in full swing, we wanted to provide an update on this year’s say-on-pay findings to date and compare them to results from last year at this time, almost to the day. A...
The U.K.’s implementation of “say on pay’ in 2002 is widely considered the harbinger of mandatory “say on pay” in the United States. So far, in both countries, the shareholder a...
Today President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), which was passed by the House of Representatives on March 27, 2012 in the same form passed by th...
On March 26, 2012, in Credit Suisse Securities (USA) LLC v. Simmonds, the U.S. Supreme Court held 8 0 that not filing a Section 16(a) disclosure statement does not toll (i.e., suspend) th...
A number of companies have been unhappy to discover that ISS’ recent adoption and resulting move to GRId 2.0 changed “low” or “medium” concerns to move up a notch (to “medium?...
Among the new proxy disclosure requirements under the Dodd-Frank Act is the mandate that issuers disclose in their CD&A [w]hether, and, if so, how the registrant has considered the resu...
As companies are in the midst of preparing their proxy statements, some may have forgotten an interpretation that the SEC Staff issued last summer regarding the use of non-GAAP financial ...
ISS issued several helpful FAQs to further explain how it will evaluate pay-for-performance, management responses to prior say-on-pay votes and equity compensation plans. A particularly ...
The Oregon district court provided a ray of hope for companies fearing the possibility of shareholder say on pay litigation when it handed down its January 11, 2012 decision granting Umpq...
In December, ISS issued a whitepaper providing further guidance on its new pay-for-performance review framework first introduced in its 2012 proxy voting guidelines update (effective for ...
