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ISS Issues Compensation and Equity Compensation Plan FAQs for 2021

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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

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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

NYSE Proposes to Amend Exclusions from Equity Compensation Rules to Mirror Practice

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The New York Stock Exchange proposes to amend Section 303A.08 of the Manual to clarify the circumstances under which certain sales of a listed company’s securities will not be deemed to be equity compensation for purposes of that rule. The rule proposal states as follows: Section 303A.08 provides that an... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Does a Requirement to Pay “Target Variable Compensation” Include Equity Awards?

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In Batty v. UCAR International Inc. et al the Delaware Court of Chancery considered the terms of a severance agreement.  The agreement, which was entered into in 2000, set the compensation that plaintiff Batty, who was employed by certain of the defendants for 34 years, would receive from the defendants... Read More

Topics: Employment, Executive Compensation, Litigation, M&A, Public Companies and Securities