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REFERENCE MATERIALS

Briefings

  • Special Report: Equity Plan Proposal Failures: 2007-2009
    In this Special Report, Ed Hauder of Exequity and Reid Pearson of The Altman Group examine the 38 equity plan proposals that failed out of approximately 2,200 total proposals put forward by Russell 3,000 companies from 2007 through 2009. The authors detail several lessons for companies to consider when requesting shares, the most significant of which are to ensure that both dilution and burn rate are not excessive. The Special Report also looks at the success rates of RiskMetrics/ISS' against vote recommendations for equity plan proposals and finds that they vary, sometimes significantly, based on the industry group. Similarly, the percent of equity plan proposals that failed varies based on industry group. Companies that are considering requesting shareholders to approve additional shares for their equity compensation plans will have a better idea of the challenges they face after reading this Special Report.
  • Briefing: Checklist of Executive Compensation Issues for the 2009 Proxy Season (October 20, 2008)
    This Client Briefing includes a checklist of executive compensation issues to consider as you prepare your 2009 proxy. This includes a set of questions to consider as you assemble your CD&A, including references to SEC guidance and best practices.
  • Briefing: Unintended Consequences: Severance and Performance-Based Equity Awards (August 12, 2008)
    This Client Briefing examines some unintended consequences that can occur when companies adopt changes to their severance and long-term equity programs. Specifically, the Client Briefing looks at the interaction of several design changes that have been touted by activist shareholders as reflecting good corporate governance, and implications for the underlying purposes of these programs.
  • Briefing: ISS' 2007 U.S. Voting Policy Updates Impacting Compensation (December 2006; Revised 1/5/2007)
    Institutional Shareholder Services (ISS) recently released its U.S. Corporate Governance Policy Updates for 2007. This Client Briefing looks at the new ISS policies that impact compensation and things companies should watch for when they put an equity compensation plan proposal to shareholders for approval in light of the new policies. This Client Briefing also includes tables that look at trends in average shareholder value transfer (SVT) by industry, trends in SVT cost of firms in the S&P 500 Index, and detail ISS' 2007 industry burn rates for Russell 3000 companies and non-Russell 3000 companies.
  • Briefing: Compensation Discussion and Analysis Checklist (November 2006)
    This Client Briefing cuts to the chase and provides only the checklist of key questions companies can use as they prepare their own CD&As, including questions that will be critical to address.
  • Briefing: Considerations in Preparing the Compensation and Discussion Analysis Section (November 2006)
    This Client Briefing looks at the SEC requirements for the CD&A, discusses why a CD&A template is not provided, provides a sample outline for the CD&A, and provides a checklist of key questions companies can use as they prepare their own CD&As, including questions that will be critical to address.