We’re up to nine failed say-on-pay votes so far for the year. We’ll provide a client communication shortly on the latest state of play in the say-on-pay world, including the reasons r...
Notwithstanding the proliferation of advance notice bylaws, floor resolutions at annual meetings are fairly unusual. In January, Walden Asset Management and 44 other investors contacted o...
Perhaps as another fallout of the financial crisis, Moody’s shareholders approved an independent chair proposal with 56% support, a substantial increase from the two prior years which s...
Last year a Texas judge allowed Apache Corp. to exclude a shareholder proposal from John Chevedden on the basis that his broker statement did not come directly from a “record holder” ...
On March 30, 2011, the SEC proposed rules to implement the Dodd-Frank Act’s requirements regarding the independence of compensation committees and their advisers. The proposed rules are...
Last week House Republicans announced that they are drafting five bills to eliminate or change parts of the Dodd-Frank Act. One of the five is the elimination of the provision to disclos...
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...
