On October 18, 2011, Institutional Shareholder Services Inc. (ISS) issued draft 2012 Policies for comment. Comments can be submitted through October 31, 2011. This Client Alert looks at the compensation-related policies and includes our commentary on these draft policies.
Download Client Alert (PDF) Institutional Shareholder Services, Inc. (ISS) recently posted its 2011-2012 Policy Survey. This Alert looks at the compensation related questions in the survey, providing Exequity's commentary on them. We strongly encourage companies to respond to ISS's survey before it closes August 3, 2011.
Download Client Alert (PDF) The IRS recently issued new proposed regulations under Code Section 162(m) that clarify: (1) what companies must do in order to successfully utilize the performance-based compensation exception to the Code Section 162(m) limit; and (2) what compensation can qualify for the IPO compensation relief from Code Section 162(m). This Client Alert looks at these new proposed regulations. The IRS is accepting comments until September 22, 2011.
Download Client Alert (PDF) Exequity's Robbi Fox, Jim Woodrum, Chad Mitchell and Ed Hauder will be participating in the Equilar 2011 Executive Compensation Summit. Their topics are as follows: Robbi Fox, Legal and Regulatory Update - Dodd-Frank and Beyond, June 14, 2011; Jim Woodrum, Hot Button Corporate Governance Issues at One of America's Largest Investment Firms, June 14, 2011; Chad Mitchell and Ed Hauder, Industry Roundtable - All Industries, June 15, 2011.
Exequity's Ed Hauder will participate in Day Pitney LLP's upcoming GC Quarterly, a complimentary webinar series, on Friday, June 10, 2011 from 12 to 1 pm Eastern. Ed will be addressing "Say on Pay" -- What should we do now that the vote is in?
On April 14, 2011, Exequity's Ed Hauder presented to The Conference Board Executive Compensation Management Council in Chandler, AZ on Recent Regulatory, Technical, and Legislative Developments in Executive Compensation and Corporate Governance.
Fidelity recently issued its 2011 Proxy Voting Guidelines. This Client Alert summarizes the changes to the Fidelity Proxy Voting Guidelines related to compensation, especially as related to equity compensation plans. The Client Alert includes a summary of the compensation portions of the guidelines.
Download Client Alert (PDF) On March 30, 2011, the Securities and Exchange Commission issued proposed rules to implement the provisions of Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 10C to the Securities Exchange Act of 1934. This Client Alert provides an overview of these proposed rules, a timeline for future actions related to the proposed rules, and Exequity's commentary on the proposed rules. Finally, the Client Alert includes a summary of Section 10C by provision along with the corresponding newly proposed rules. UPDATED May 2, 2011 to indicate comment period extended to May 19, 2011.
Download Client Alert (PDF) This article by Edward Hauder of Exequity and Alan Judes of Strategic Remuneration was published in Benefits & Compensation International, Vol. 40, No. 8, April 2011, pp. 11-18. The article looks at the disclosure of executive pay packages and shareholders' rights to vote on those packages. The authors consider the statutory obligations of UK-listed companies to prepare a remuneration report and put it to an annual advisory shareholder vote, before considering its US equivalent, and comment on how the UK, and indeed Europe, have moved ahead in trying to regulate executive pay in the financial services sector.
Exequity's Ed Hauder will present this speech with Aaron Boyd from Equilar as part of IHR's Compensation Virtual Conference on February 14, 2011 from 2:45 pm to 3:45 pm Eastern.
Exequity's Ed Hauder will present this speech with Dan Walter from Performensation as part of IHR's Compensation Virtual Conference on February 14, 2011 from 11 am to 12 pm Eastern.
This Client Alert provides an overview of the changes made in the final rules (from the proposed rules) with respect to Say on Pay, Say When on Pay and Say on Golden Parachutes, reviews the current environment with respect to company responses, briefly discusses implementation issues, and provides an update on SEC Regulatory action on other executive compensation provisions in Dodd-Frank.
Download Client Alert (PDF) On January 18, 2011, Ed Hauder of Exequity will join Art Crozier of Innisfree M&A, David Drake of Georgeson and Reid Pearson of Alliance Advisors for this CompensationStandards.com webcast that will cover what companies are doing to engage their shareholders, the "hot button" compensation issues for shareholders and ISS, what tactics have been successful to bring in the vote at the last minute, and how to solicit now that say-on-pay will be on the ballot.
On December 14, 2010, Institutional Shareholder Services (ISS) issued its 2011 US Compensation Policy Frequently Asked Questions (FAQs) about several key policy areas: frequency of advisory vote on executive compensation; problematic pay practices/commitments on problematic pay practices; and, votes on golden parachutes. This Client Alert summarizes the FAQs and discusses potential implications.
Download Client Alert (PDF) On December 15, 2010, Ed Hauder of Exequity will join Peter D. Fetzer of Foley & Lardner LLP, and Tom Germinario of D.F. King & Co., Inc. to present this Foley NDI (National Director Institute) Checkpoint webcast to offer guidance on key issues facing public companies under the say-on-pay regime, including:
Speech: How to Prepare for the Upcoming Proxy Season
On December 14, 2010, Ed Hauder of Exequity will participate in the Practising Law Institute's seminar, How to Prepare for the Upcoming Proxy Season to be held at the University of Chicago Gleacher Center in Chicago, IL. Ed Hauder of Exequity will join Michael Diver, Wayne Wald and Robert Wild of Katten Muchin Rosenman LLP and Rhonda Brauer of Georgeson Inc. for this December 9, 2010 webinar. The webinar will include an overview of the SEC's new proxy Say on Pay rules and what to expect from the coming proxy season, with insights and preparation tips from legal, proxy solicitation and executive compensation experts.
On November 19, 2010, ISS released its 2011 Policy Updates to its proxy voting guidelines. The 2011 Policy Updates apply to companies with shareholder meetings occurring on or after February 1, 2011. This Alert provides a quick summary of these Policy Updates as they relate to compensation issues.
Download Client Alert (PDF) This Client Alert discusses the SEC's recently proposed rules to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act with respect to: Say on Pay-nonbinding shareholder advisory vote on the executive compensation disclosures in the proxy; Say When on Pay-nonbinding shareholder advisory vote on the frequency with which shareholders will vote on the executive compensation disclosures; and Say on Golden Parachutes-disclosure and nonbinding shareholder advisory vote on golden parachute arrangements when shareholders are asked to approve a merger or other corporate transaction. The Alert also discusses implementation issues and practical considerations, including those pertinent to determining a board recommendation with respect to the Say When on Pay vote.
Download Client Alert (PDF) On October 7, 2010, Exequity's Ed Hauder will join Andrew Letts of State Street Global Advisors and Reid Pearson of Alliance Advisors, LLC for this Alliance Advisors' webcast. The speakers will discuss the current governance and proxy voting landscape, including the Dodd-Frank Act, say on pay, equity plan proposals and proxy access.
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