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 ...
On January 25, 2011, in a 3-2 vote, the SEC adopted final rules implementing the provisions of the Dodd-Frank Act that require U.S. public companies to conduct separate shareholder adviso...
Although the past year has not seen a wholesale revision in the rules applicable to Form 10-Ks and proxy statements, there have been a handful of rule changes and the SEC staff has issued...
On November 19, ISS Corporate Governance Services released its US Corporate Governance Policy Updates on voting recommendations for meetings occurring on or after February 1, 2011. The up...
