Dodd-Frank Executive Compensation
SEC Releases New Say-on-Pay CD&I
Executive Compensation, Public Companies and Securities On February 13, 2012, the SEC released new CD&I 169.07, which provides guidance on appropriate descriptions of the say-on-pay advisory vote required by Rule 14a-21 under the Exchange Act. CD&I 169.07 provides examples of proxy card advisory vote descriptions that would and would not be “consistent with Rule 14a-21’s requirement for shareholders to be given [...] Read more →
ISS Releases 2012 Compensation Policy FAQs
Executive Compensation, Public Companies and Securities On January 25, 2012, Institutional Shareholder Services Inc. (ISS) released a set of frequently asked questions relating to its analysis of compensation policy issues for 2012... Read more →
Company Seeks Exclusion of Shareholder Proposal Relating to Clawbacks
Executive Compensation, Public Companies and Securities Morgan Stanley seeks to exclude the following shareholder proposal submitted on behalf of the Comptroller of the City of New York as custodian and a trustee of several pension... Read more →
Say-on-Pay Did Not Change State Law Fiduciary Duties According to Federal Court
Executive Compensation, Public Companies and Securities The case of Dennis v. Hart, before the U.S. District Court for the Southern District of California, is another recent decision regarding litigation resulting from a say-on-pay... Read more →
SEC Updates Rulemaking Timetable
Employment, Executive Compensation, Investment Advisers, Municipal Advisors, Public Companies and Securities The SEC has updated its Dodd-Frank rulemaking schedule. Highlights of those rules slated for action in the January to June timeframe of 2012 are as follows: §952: Adopt... Read more →
One Cincinnati Bell Say-on-Pay Case Settled, Second in Limbo
Employment, Executive Compensation, Litigation, Public Companies and Securities Cincinnati Bell has agreed to settle one of the say-on-pay law suits which is pending against it in the Hamilton County Court of Common Pleas. The lawsuit arises out of the... Read more →
New Acronyms: P4P, RDA, PTA & MOM – ISS Issues Guidance on New Pay-for-Performance Methodology
Employment, Executive Compensation, Public Companies and Securities ISS previously issued its 2012 policy update. ISS has now delivered the promised additional guidance on the 2012 Pay-for-Performance (P4P) methodology in a technical document.... Read more →
ISS Issues 2012 Policy Updates
Executive Compensation, Public Companies and Securities ISS has issued its 2012 Policy Update. Pay-for-Performance (P4P) ISS’ revised analysis will consider the following factors: Peer group alignment. The degree of alignment... Read more →
Faultless Sarb-Ox Clawbacks for CEOs and CFOs – Delay Lets You Negotiate Down
Executive Compensation, Litigation, Public Companies and Securities The SEC has announced that the former chief executive officer and chairman of CSK Auto Corporation, Maynard Jenkins, has agreed to return $2.8 million in bonus compensation and... Read more →
ISS Signals 2012 Voting Policies
Employment, Executive Compensation, Public Companies and Securities ISS has posted its draft 2012 policies for comments. The policies indicate a departure from prior ISS positions in evaluating executive compensation. Perhaps more... Read more →