Tag Archives: SEC

SEC’s New Pay Ratio Disclosure Rule Explained

On August 5, 2015, the Securities and Exchange Commission adopted, by a three-to-two vote, a rule that will require most public companies to disclose, annually, the ratio of the median of the annual total compensation of the company’s employees to the annual total compensation of the company’s principal executive officer. Companies must comply with the … Continue Reading

SEC Proposes Clawback Rule

The Securities and Exchange Commission has proposed a rule that will require companies with listed securities to recover incentive compensation based on erroneous financial statements. The proposed rule will also require new disclosures concerning listed companies’ clawback policies and their efforts to recover incentive compensation pursuant to the policies. The proposed rule and a fact … Continue Reading

SEC Proposes “Pay for Performance” Disclosure Rule

By David Engvall, Reid Hooper, Keir Gumbs, and David Martin On April 29, 2015, the Securities and Exchange Commission (the “SEC”) proposed a new rule that would require public companies to provide new disclosures annually regarding the relationship, over a five-year period, between executive compensation actually paid and a measure of financial performance of the … Continue Reading

SEC Hedging Disclosure Proposal Could Cause Companies To Review Trading Policies

On February 9, 2015 the SEC proposed rules, as required by Section 955 of Dodd-Frank, that would require disclosure regarding whether directors, officers and other employees are permitted to hedge or offset any decrease in the market value of equity securities granted by the company as compensation or held, directly or indirectly, by employees or … Continue Reading

SEC Approves NYSE and NASDAQ Independence Standards for Compensation Committees

The Securities and Exchange Commission (SEC) recently approved changes to the listing standards of the New York Stock Exchange (NYSE) and NASDAQ relating to the independence of compensation committee members and the responsibilities of compensation committees when selecting compensation consultants, legal counsel, and other advisers. The final listing standards are substantially the same as those … Continue Reading

ISS and Glass Lewis Release 2013 Policy Updates

Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recently updated their proxy voting guidelines for the 2013 proxy season.  The complete 2013 Updates to ISS’s U.S. Corporate Governance Policy are available here.  Key updates from both proxy advisors relating to executive compensation and compensation-related matters are discussed below.  While the … Continue Reading

What Happens When You Offer Retirees Lump Sums? GM Announces a 30% Take-Rate

Last June, GM offered 44,000 retirees the option of converting their on-going pension benefits into a lump sum payment.  Yesterday, GM announced in a filing with the SEC that 30 percent of its retirees accepted the lump-sum offer.  As we previously discussed in this blog, GM’s offer was made in the context of a larger pension … Continue Reading

Independence Standards for Compensation Committees Proposed by NYSE and Nasdaq

The New York Stock Exchange (NYSE) and Nasdaq recently filed proposals with the SEC setting forth standards to determine the independence of (a) a member of a compensation committee, and (b) a compensation consultant, legal counsel, or other advisor to a compensation committee.  The exchanges’ proposals generally follow Rule 10C-1, which the SEC adopted in … Continue Reading
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