Dodd-Frank.com

ISS Issues Compensation and Equity Compensation Plan FAQs for 2021

By

ISS has posted its usual suite of interpretive material for the upcoming proxy season. The Compensation FAQs note exceptional circumstances of the COVID-19 pandemic and its impact on company operations will be considered in ISS’ qualitative evaluation. The FAQs then point you toward ISS’ previously released COVID-19 FAQs. The Equity... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Proxy Statement Adequately Described Purpose of Equity Incentive Plan

By

In Pascal v. Czerwinski et al, the Delaware Court of Chancery considered whether disclosures in Columbia Financial’s 2019 proxy statement related to the adoption of an equity incentive plan, or EIP, were adequate.  The directors of the company granted awards to themselves as compensation for past efforts to take the... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

SEC Amends Rules for MD&A and other Financial Disclosures

By

The SEC adopted amendments intended to modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K, including rules related to MD&A. The changes to Items 301, 302, and 303 of Regulation S-K include: Eliminating Item 301 (Selected Financial Data); and Modernizing, simplifying and streamlining Item 302(a) (Supplementary Financial Information)... Read More

Topics: Public Companies and Securities

SEC Charges Company for Implementing Stock Buyback Plan Before Acquisition Negotiations Resumed

By

The SEC announced settled charges against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussions to be acquired by Marathon Petroleum Corp. in 2018. Andeavor agreed to pay a $20 million penalty to settle the charges.  According to the SEC order,... Read More

Topics: Litigation, M&A, Public Companies and Securities

ISS Launches Open Comment Period for 2021 ISS Benchmark Voting Policy Changes

By

ISS announced the launch of its annual benchmark voting policy comment period. ISS has made available for public comment a number of proposed changes to ISS’ benchmark voting policies for 2021. Key proposed changes for the U.S. are set forth below. Director Elections: Racial/Ethnic Board Diversity For companies in the Russell... Read More

Topics: M&A, Public Companies and Securities