Posts from Bryan Pitko

Pay Ratio Disclosure Checklist

By |

Calculating pay ratios for public companies can be a difficult and time-consuming project. While recent interpretative guidance from the Commission  has provided additional flexibility in this process, public companies still need to consider appropriate disclosures regarding pay ratio calculations in addition to the disclosure of the pay ratio.  Our checklist... Read More

Topics: Executive Compensation, Public Companies and Securities

Director Discretionary Compensation Awards Tested by Entire Fairness Standard According to Delaware Supreme Court

By ||

In a recent decision by the Delaware Supreme Court in In re Investors Bancorp Stockholders Litigation, the court found that director equity grants based on director discretion are subject to an entire fairness standard of review irrespective of whether stockholders have previously approved the equity incentive plan. According to the... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

SEC Staff Releases Pro-Issuer Guidance on Shareholder Proposals

By ||

The staff’s release of Staff Legal Bulletin No. 14I (“SLB 14I”) ahead of the upcoming proxy season appears to reflect several issuer-friendly modifications to the staff’s processing of no-action letters seeking exclusion of shareholder proposals under Rule 14a-8 of the Exchange Act.  In particular, SLB 14I addresses the following aspects... Read More

Topics: Public Companies and Securities

ISS Seeks Comment on Updated Policies Including Gender Pay Gap

By ||

ISS has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. In the U.S., ISS is proposing three changes: Gender Pay Gap Shareholder Proposals: ISS is proposing specific factors to consider when making a... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

SEC Approves PCAOB’s Changes to Audit Reports

By ||

The SEC has approved the Public Company Accounting Oversight Board’s (“PCAOB”) new standard for audit reports on public company financial statements. The new auditor reporting standard will require more information about the audit with the stated intention of making the auditor’s report more informative and relevant to investors. The standard... Read More

Topics: Public Companies and Securities

Preliminary Planning for the 2018 Proxy Season

For those who want to start preparing for the 2018 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officers’ Questionnaires We are not aware of any regulatory changes that would require directors’ and officers’ questionnaires to be updated. Say-on-Pay Frequency Vote Rule 14a-21(b) requires... Read More

Topics: Public Companies and Securities

SEC Issues Additional Guidance on Voluntary Confidential Submissions for All Issuers


As previously reported here, on June 29, 2017, the Division of Corporation Finance announced that it would accept draft registration statements from all issuers for nonpublic review. The Division’s initial announcement noted that the newly available nonpublic review for issuers outside of Emerging Growth Companies (EGCs) and foreign private issuers... Read More

Topics: Public Companies and Securities