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A Comparison of Disney’s and HP’s Say-on-Pay Strategies

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Both Disney and HP filed materials with the SEC strongly condemning ISS’s no recommendation on say-on-pay and other matters.  Disney ultimately changed course and received support on its advisory vote on executive compensation, while HP did not.  Why the differences in strategy?  We do not know because we were not... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

HP-The Fourth No Vote–ISS Has Partial Win

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After announcing its “vehement disagreement” with ISS, HP held its shareholder meeting.  The inspector of elections announced his report would show that only 48% of the votes cast voted in favor of executive compensation.  ISS also urged withholding votes against certain directors related to the CEOs involvement in the nominating process. ... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Disney Shareholders Approve Executive Compensation After Concessions to ISS

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Disney initially filed these additional soliciting materials in response to a “no recommendation” by ISS. Disney later announced that it had removed tax gross-ups from its executive employment agreements. Based on preliminary results announced at the shareholders meeting, 76% of shares voted to approve executive compensation under the say-on-pay vote. ... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Tyco International Beats ISS by a Decisive Margin

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As previously reported, ISS had recommended a no vote for executive compensation for Tyco International.   Tyco’s efforts resulted it in decidedly beating ISS, with 70% of its shareholders voting to approve Tyco’s compensation plans. The initial implications are huge.  Is this a harbinger that ISS’ consultants are under-qualified and issue... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

SEC Adopts Proposed Rules on Incentive-based Compensation for Large Broker-Dealers and Investment Advisors

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The SEC has adopted proposed rules on incentive-based compensation applicable to broker-dealers and investment advisors that have more than $1 billion in assets.  The rules are being  jointly approved by, and subject to the separate approval of,  the SEC and the Office of the Comptroller of the Currency, Treasury; Board... Read More

Topics: Banking, Broker-Dealer, Employment, Executive Compensation, Investment Advisers

SEC Settles Clawback Claim With Beazer Homes CEO

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The SEC has announced a settlement with the chief executive officer of an Atlanta-based homebuilder to recover several million dollars in bonus compensation and stock profits that he received while the company was committing accounting fraud. According to the SEC’s complaint filed in federal court in Atlanta, CEO Ian J.... Read More

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

Court Holds Dodd-Frank Ban on Arbitration of Whistleblower Claims is Retroactive

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In Pezza v. Investors Capital Corp., (D. Mass. Civ. Ac. No. 10-10113-DPW), the plaintiff claimed he was wrongfully retaliated against, in violation of the Sarbanes-Oxley Act, after having raised concerns regarding misconduct by the defendants in connection with securities transactions.  The defendants raised the obligation to arbitrate as an affirmative... Read More

Topics: Employment, Litigation, Uncategorized

Beazer, Tyson and Other Say-on-Pay Results Through February 11, 2011

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Developments this week included  another no vote at Beazer Homes and a three-year frequency cycle being approved at Tyson Foods.  Smaller reporting issuers who published a proxy statement before the SEC granted an exemption are seeking to limit the damage. Beazer Homes No Vote-Positive Results Don’t Count  53.7% of the... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

FDIC Adopts Proposed Interagency Rule to Implement the Incentive-Based Compensation Requirement Under the Dodd-Frank Act

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The Board of Directors of the Federal Deposit Insurance Corporation, or  FDIC, today approved a joint proposed rulemaking to implement Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  Section 956 prohibits incentive-based compensation arrangements that encourage inappropriate risk taking by covered financial institutions and are deemed... Read More

Topics: Banking, Employment, Executive Compensation