Select Early Filers Summary We tracked a collection of early filers Companies with September, October and November fiscal year ends Select Early Filers 9.30 FYEs below Select Early Filers 10.31 FYEs [more...]
Summary We are tracking select early filers Companies with non-calendar year fiscal years Select Early Filers 5.31 FYEs Select Early Filers 6.30 FYEs Select Early Filers 7.31 FYEs [more...]
Summary SEC rules call for CD&A disclosure of performance-related factors considered by board or compensation committee Regulation S-K, Item 402(b) Instruction 4 to Item 402(b) Supplemental narrative called for by Regulation S-K, Item 402(e) May omit specific target levels that involve confidential information, the disclosure of which [more...]
Summary SEC Disclosure Requirements SEC rules require narrative disclosure about termination and change in control provisions Regulation S-K, Item 402(j) Instructions to Item 402(j) SEC Release 33-8732A II.C.5.c SEC FAQs None Required information includes Payment triggers Estimated payments and benefits Form of payment Duration [more...]
Summary Majority voting is being promoted to improve governance An alternative to plurality voting for directors Plurality voting Ensures a winner Avoids a failed election Can enable an incumbent to remain in office with little support or even when there's a majority withheld vote Provides no way to vote no in an uncontested election Withheld [more...]
Precedent 2007 Proxy Filing Collection Summary - Developments We track select 2007 proxy filings All 30 Dow Jones companies Select other companies See also Schedule 14A and Item 402 topic pages We also have separate [more...]
Precedent 2008 Proxy Filing Collection Summary - Developments We will be tracking select 2008 proxy filings All 30 Dow Jones companies Select other companies See also Schedule 14A and Item 402 topic pages We also have separate collection to track early filers See Early Filers 2008 See also Related Topics below RiskMetrics [more...]
Institutional Shareholder Services ISS Home page ISS US Corporate Governance Policy Summary PDF Version (from ISS website) Audit Auditor Ratification as an Agenda Item on the Ballot Auditor Indemnification and Limitation of Liability Board Application of Withhold Recommendations Based on Vote [more...]
2006 Season Time Warner / Carl Icahn Proxy Fight Icahn group settles with Time Warner Drops threatened proxy fight TWX agrees to $20B stock buyback Commits to $1B cost cutting program TWX stock chart Icahn group Schedule 14A 2.17.06 Solicitation by Carl Icahn entities and others Carl Icahn entities Franklin Mutual Advisers JANA [more...]
Firm Homepages Altman Group DF King Georgeson Innisfree MacKenzie Morrow Applicable SEC Rules Proxy solictors aren't participant and participant in a solicitation Per Instruction 3(b) to Item 3 of Schedule 14A Related Topics Key Index Pages Annual Meeting Proxy Statements Proxy Rules Schedule 14A
Summary Hot issue for 2008 proxy season See overview provided by Latham & Watkins commentary: "Say on Pay" Shareholder Advisory Votes on Executive Compensation: The New Frontier of Corporate Governance Activisim November 2007 Risk of "no on pay" vote recommendations if executive pay policies do not meet ISS guidelines [more...]
Overview Targeted review 2007 Disclosures SEC conducted targeted review of 2007 disclosures Executive compensation Related party transactions Corporate governance SEC staff has published its observations on review of executive compensation disclosure 10.09.07 SEC comment letters Comment letters typically published after clearance with SEC [more...]
Sample of SEC Comments M - Z Sample of SEC Comments A - L Proxy filings Noted to right of each company name are links to 2007 and 2008 proxy filings 3M SEC comment letter Company response SEC comment letter Company response Advanced Medical Optics SEC comment letter Company response AGL [more...]
Sample of SEC Comments A - L Sample of SEC Comments M - Z Proxy filings Noted to right of each company name are links to 2007 and 2008 proxy filings Mack-Cali Realty SEC comment letter Company response Marvel Entertainment SEC comment letter Company response Masco Corp. SEC comment letter [more...]
Summary SEC initiatives for 2008 proxy season Targeted review 2007 Disclosures SEC is conducting targeted review of 2007 disclosures Executive compensation Related party transactions Corporate governance SEC staff has published its observations on review of executive compensation disclosure 10.09.07 XBRL data [more...]
Overview SEC held three roundtables on proxy process Held on May 7, May 24, and May 25 Initial SEC announcement 4.24.07 Sunshine Act Meeting Notice 5.16.07 SEC spotlight webpage Detailed agendas Lists of participants Webcast archive SEC announcements Participant statements and public comments May 7 Roundtable Agenda items The [more...]
Developments Advocacy organization support majority voting Institutional Shareholder Services ISS Home page Council of Institutional Investors Home page Activist Pension Funds TIAA-CREF Home page CalPERS Home page
Overview Access a selection of shareholder proposals from 2007 proxy season, with links to related proxy disclosures Say on pay Shareholder proxy access Reimbursement of proxy expenses Majority voting CEO compensation Poison pills ISS Governance Services (RiskMetrics Group) Support for Pay Proposals Marks 2007 Season June 2007 [more...]
Summary Access a selection of shareholder proposals from 2008 proxy season, with links to related proxy disclosures Say on pay for 2007 archive Shareholder access for 2007 archive Reimbursement of proxy expenses for 2007 archive Majority voting for 2007 [more...]
Summary Compensation Table SCT Summary Termination and change in control payments reportable as All Other Compensation in column (i) of Summary Compensation Table Go to Regulation S-K, Item 402(c) topic page Must include: Amounts paid or accrued to any named executive officer In connection with any termination Retirement [more...]