Dodd-Frank Executive Compensation
Issuer Changes Course on Say-on-Pay Frequency
Executive Compensation, Public Companies and Securities Last year, Invesco Mortgage Capital’s shareholders indicated a preference for an annual say-on-pay vote. Nonetheless, the board adopted a triennial frequency policy. Subsequently Invesco filed an 8-K, after this year’s proxy statement was mailed, indicating that Invesco would implement an annual frequency vote in the future. My guess as to what happened: ISS recommended withheld [...] Read more →
SEC Issues FAQs on Exchange Act Registration Under JOBS Act
Executive Compensation, Public Companies and Securities The SEC has issued a series of frequently asked questions on Exchange Act registration under the JOBS Act. Anyone who registered under the Exchange Act before they were required... Read more →
ISS’ Peer Groups Begin to Spur Complaints
Executive Compensation One of the changes to ISS’ methodology on evaluating executive compensation this year related to the construction of peer groups. The ISS peer group is generally comprised of... Read more →
Disney at Odds With ISS Again
Executive Compensation, Public Companies and Securities The Walt Disney Company has filed additional soliciting material here and here in response to negative ISS recommendations. ISS has recommended against voting for the members of... Read more →
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... 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 →