The 2013 proxy season is shaping up to be another challenging year, with the new Securities and Exchange Commission (“SEC”) disclosure requirements for compensation consultant conflicts of interest, the continued focus on governance and compensation issues by proxy advisors and institutional investors and the first year of say on pay for smaller reporting companies. In this edition of the Public Company Advisor, we provide a brief overview of five issues for companies to consider in drafting their 2013 proxy statement.

Compensation Consultant Conflict of Interest Disclosure -

The SEC adopted new rules in 2012 broadening the already required proxy statement disclosure about compensation consultants to include a discussion of “conflicts of interest”. Proxy statements for 2013 annual meetings must provide disclosure about any conflict of interest with the compensation consultant, including the nature of the conflict and how it is being addressed. The SEC did not define conflict of interest, but indicated that the following six factors are relevant to the analysis...