Dodd-Frank.com

More Say-on-Pay Results, the First No Vote and Three Year Math

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We found four issuers that reported the results of their annual meeting on Form 8-K today.  The most notable development was 53% of Jacobs Engineering’s shareholders voted against executive compensation on the say-on-pay vote.  Jacobs must have seen it coming because they filed additional solicitation materials further explaining one time... Read More

Topics: Executive Compensation, Public Companies and Securities

Mandatory Clawbacks are on the Way—A Checklist of Items to Consider

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Section 954 of the Dodd-Frank Act requires the SEC to direct national securities exchanges to prohibit the listing of public companies that, among other things, do not develop and implement a policy providing for the recovery of erroneously paid incentive-based compensation following a required accounting restatement.  While the SEC has... Read More

Topics: Executive Compensation, Public Companies and Securities, Uncategorized

Key Themes From Say-on-Pay and Frequency Proposals—A Checklist of Ideas

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Several key themes can be distilled from filed say-on-pay and frequency proposals required by the Dodd-Frank Act.  Key differences also exist in issuer treatment of inclusion of a resolution on the frequency vote and how issuers explain how they will determine if a frequency vote passes. Say-on-Pay Many proposals address:... Read More

Topics: Executive Compensation, Public Companies and Securities