Glass Lewis jumps into the fray on exclusion of shareholder proposals for proxy access
by Cydney Posner The WSJ reported on Friday afternoon that proxy advisory firm Glass Lewis may recommend against company nominees for director when the company excludes a shareholder proposal for proxy access on the basis of a conflicting management proposal, where that management proposal represents a “diluted alternative” for proxy […]
Kerfuffle over “conflicting proposal” exclusion: what does it mean for pending shareholder proposals?
by Cydney Posner As we described in our last post on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods Market, Inc., the SEC staff had granted the no-action request of Whole Foods, confirming that the company could omit McRitchie’s proposal from its proxy statement. That proposal would have […]
Nasdaq proposes to require disclosure of written denial of initial listing
by Cydney Posner At the end of last year, Nasdaq filed with the SEC a rule proposal that would require companies to disclose denial of listing applications. Under the proposal, a company that receives a written determination denying its application for listing must, within four business days, make a public, […]
Conflict minerals report can now be filed on EDGAR as Exhibit 1.01 to Form SD
by Cydney Posner Form SD provides that companies are to file the conflict minerals report as Exhibit 1.01, as does the SEC final release. Last year, however, Exhibit 1.01 was not technically available for EDGAR filings, and the SEC’s EDGAR office advised that the CMR should instead be filed as […]
Whole Foods proxy access saga continues
by Cydney Posner In her NYT column this past Sunday, Gretchen Morgenson provides an interesting update on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods. When we last tuned in, the SEC staff had granted the no-action request of Whole Foods Market, Inc., allowing the company to omit […]
Appellants file supplemental brief opposing conflict minerals disclosure requirement
by Cydney Posner In the final week of 2014, appellants National Association of Manufacturers, U.S. Chamber of Commerce and Business Roundtable filed their supplemental brief in the conflict minerals case, National Association of Manufacturers, Inc. v. SEC. The brief was filed in response to the order of the D.C. Circuit Court of […]
SEC proposes rule amendments to conform registration thresholds to JOBS Act thresholds
by Cydney Posner At the end of last week, the SEC issued a press release indicating that it had voted to propose various amendments to implement portions of the JOBS Act. (In a departure from the norm, the SEC did not hold an open meeting to approve issuance of the […]
How many hours does it take to create pay-ratio rules?
by Cydney Posner The WSJ is reporting that the SEC staff has spent an aggregate of 7,196 hours since 2011 working on the development of the still-in-the-proposal-stage pay-ratio disclosure rules required under Dodd-Frank. According to a letter from SEC Chair Mary Jo White to the House Financial Services Committee, that […]
Are we aligning pay to the wrong performance metrics?
by Cydney Posner As discussed in this article in Compliance Week, this report, “The Alignment Gap Between Creating Value, Performance Measurement, and Long-Term Incentive Design,” by Organizational Capital Partners and the Investor Responsibility Research Center Institute, contends that most companies are using the wrong metrics to align executive pay with performance. Rather […]
Chief Justice Strine: in praise of benefit corporations
by Cydney Posner In an interesting article In the Harvard Business Law Review, Chief Justice Strine of the Delaware Supreme Court makes clear his view that the concept promoted by some academics and other commentators that corporate directors are entitled to take into consideration the interests of constituencies other than shareholders […]
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