Executive Compensation

On February 10, 2023, the Securities and Exchange Commission (the “SEC”) Staff issued a series of Compliance & Disclosure Interpretations (CD&Is) relating to the final “pay versus performance” disclosure rules.  These CD&Is cover a range of topics, including use of peer groups, valuation, disclosure of financial performance measures, and presentation of footnotes to the pay versus performance table.  As the 2023 proxy season is fast approaching, and calendar-year companies are preparing to finalize initial disclosures, it is important for issuers to review this guidance to ensure no changes need to be made to its draft disclosures.
Continue Reading SEC Staff Issues Interpretations Relating to the Final “Pay Versus Performance” Disclosure Rules

On Thursday, August 25th, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments that will require registrants to disclose information reflecting the relationship between executive compensation actually paid by a registrant and the registrant’s financial performance.  These rules implement the so-called “pay-versus-performance” disclosure requirements prescribed by Section 953(a) of the Dodd Frank Act. This rule was first proposed in 2015 and the comment period was reopened in January 2022, nearly twelve years after Congress directed the SEC to create such a rule.   This rule is intended to provide shareholders with a more clear and digestible understanding of the relationship between “executive compensation actually paid” (described below) by a company and the company’s overall financial performance.
Continue Reading SEC Releases Final Pay Versus Performance Rules

On November 12, 2020, Institutional Shareholder Services (“ISS”) issued its proxy voting guidelines and policy updates for 2021.  These guidelines apply for shareholder meetings taking place on or after February 1, 2021.  The most noteworthy changes are described below.  Companies included in the S&P 500 index should also note that ISS will no longer provide drafts of its reports for company review prior to publication.
Continue Reading ISS Issues Proxy Voting Guidelines and Policy Updates for 2021