The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our earlier client alert. These rules will require companies that are not...more
12/1/2022
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our recent client alert. These rules will require companies that are not...more
9/16/2022
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Final Rules ,
Pay Ratio ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Total Shareholder Return (TSR)
The U.S. Securities and Exchange Commission (SEC) has adopted final rules that will require significant new disclosures in proxy and information statements about the relationship between executive compensation actually paid...more
On July 13, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed amendments to Rule 14a-8, which specifies the conditions under which companies can exclude shareholder proposals from the company’s proxy...more
The two dominant proxy advisory firms — Institutional Shareholder Services (ISS) and Glass Lewis (GL) — have issued their policy updates for the 2022 proxy season. These updates reflect the continuing trend of institutional...more
12/15/2021
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Diversity ,
Dual Class Share Structures ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings
The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more
11/24/2021
/ Board of Directors ,
Bylaws ,
Director Nominations ,
Filing Requirements ,
Final Rules ,
New Rules ,
Notice Requirements ,
Proxy Contests ,
Proxy Solicitations ,
Proxy Statements ,
Proxy Voting ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholders ,
Universal Proxy ,
Universal Proxy Cards
On November 3, 2021, the staff (“staff”) of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) published Staff Legal Bulletin No. 14L which reverses a series of...more
11/8/2021
/ Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
New Guidance ,
No-Action Letters ,
No-Action Requests ,
Proof of Ownership ,
Proxy Advisors ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
Updated – On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq’s Board Diversity Rules (the “Rules”). The Rules require Nasdaq-listed companies to have or explain why they do not have at least two...more
The U.S. Securities and Exchange Commission has amended its rules governing the procedural requirements for submission and resubmission of shareholder proposals to be included in a company’s proxy statement under Rule 14a-8....more
10/26/2020
/ Amended Rules ,
Annual Meeting ,
Ownership Requirements ,
Proxy Season ,
Proxy Statements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Approval ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders ,
Special Meetings
On March 25, 2020, the Securities and Exchange Commission (SEC) announced that it has issued an order that extends the filing periods covered by its earlier order providing conditional relief for certain filing obligations...more
3/30/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form S-3 ,
Form S-8 ,
Non-GAAP Financial Measures ,
Non-Public Information ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (SEC) recently published a press release that reminds public companies of several important disclosure obligations that they should consider in light of the potential impacts of...more
3/11/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
Form S-3 ,
Form S-8 ,
Information Statements ,
Insider Trading ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Time Extensions
The Securities and Exchange Commission (SEC) has adopted final rules that will require companies to disclose any practices or policies regarding the ability of employees and directors to engage in certain hedging transactions...more
The Securities and Exchange Commission has approved a New York Stock Exchange proposal to eliminate the requirement to send hard copies of proxy materials to the NYSE if the proxy materials are available on the SEC’s EDGAR...more
The SEC has proposed many amendments to its disclosure requirements for public company reports and offering documents, based in large part on the SEC staff study contained in its FAST Act Report. Although largely technical,...more
It appears likely that the CEO pay ratio disclosure rule adopted by the Securities and Exchange Commission in 2015 will require companies that are subject to the rule to begin including CEO pay ratio disclosure for 2017...more
The SEC has proposed rules that would require most public companies to provide disclosure in their proxy statements regarding the relationship between their executive compensation and total shareholder return (TSR) for the...more
The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more