Category: Corporate Governance
Corp Fin allows exclusion of a conflicting shareholder proposal under Rule 14a-8(i)(9): does it represent a strategy for the future?
by Cydney Posner Well, we finally have some insight into what the Corp Fin staff had in mind in Staff Legal Bulletin 14H – of course, that’s the SLB in which Corp Fin narrowed the application of Rule 14a-8(i)(9), the exclusion for conflicting proposals. It turns out that what they had […]
Is it a mistake to insist that CEO pay be performance-based?
by Cydney Posner It goes without saying that, to many, the sine qua non of executive compensation is performance-based pay. From proxy advisory firms to institutional holders to the drafters of Dodd-Frank, the question of whether CEO compensation is aligned with performance is a key measure of whether compensation is […]
Nasdaq resubmits proposal for disclosure of “golden leash” arrangements
by Cydney Posner On March 15, Nasdaq resubmitted its “golden leash” disclosure proposal to the SEC. As discussed in this Pubco post, the proposal, which originally was rejected on technical grounds, relates to third-party compensation of directors in connection with their candidacy for or service on company boards. These “golden leash” […]
Is it just a brush-back pitch or will the SEC take steps to rein in the use of non-GAAP financial measures?
by Cydney Posner Reporting on an industry conference sponsored by the U.S. Chamber of Commerce, the WSJ advises that SEC Chair Mary Jo White is considering whether to restrict the use of non-GAAP financial measures. In a speech to the conference, Chair White advised the audience that “[y]our investor relations folks, your […]
ISS study shows board leadership structure affects CEO compensation
by Cydney Posner According to a new report from ISS, the structure of board leadership plays a significant role in relative levels of CEO compensation. Combining the CEO and board chair titles is still the most prevalent leadership structure among S&P 500 companies, with 51% of companies combined the roles […]
Nasdaq proposes “golden leash” disclosure, but will it prohibit the practice?
by Cydney Posner At the end of January, Nasdaq filed with the SEC a rule proposal related to third-party compensation of directors in connection with their candidacy for and/or service on company boards, often referred to as “golden leash” arrangements. Golden leash arrangements are most common in connection with board nominations […]
Does the rise of the “new insider” mean that it’s time for a board refreshment policy?
by Cydney Posner The term “board refreshment” may elicit some giggles – no, we’re not talking about shots of The Balvenie 50-Year Old Single Malt Scotch Whisky, Speyside, Scotland – but the topic of director tenure is increasingly becoming the focus of both academics and investors. Why? Don’t long-term directors contribute […]
Director resignation policies under fire
by Cydney Posner The originator of the “Pfizer model” of “plurality plus” voting for directors — Pfizer — will be facing a shareholder proposal (January 29, from the Chevedden folks) calling for a change to Pfizer’s governing documents and policies regarding majority voting. The “plurality plus” model requires directors to […]
Corp Fin Staff grants no-action relief allowing exclusion of shareholder proposals for proxy access under Rule 14a-8(i)(10)
by Cydney Posner Now that Corp Fin has issued Staff Legal Bulletin 14H providing guidance that, for most practical purposes, eliminates the availability of Rule 14a-8(i)(9) (see this PubCo post) to exclude shareholder proposals that conflict with management proposals, there has been substantial speculation about the contours of Rule 14a-8(i)(10), the exclusion for proposals […]
SEC’s investor advocate echoes concerns of SEC’s Investor Advisory Committee on Nasdaq Solicitation of Comments
by Cydney Posner The SEC’s Investor Advocate has issued a letter to Nasdaq concerning Nasdaq’s Solicitation of Comments regarding certain Nasdaq shareholder approval rules. The comments largely echo the comments of the SEC’s Investor Advisory Committee, which were fundamentally skeptical of the Solicitation. (See this PubCo post.)