Speakers comment on exclusion of shareholder proposals as false and misleading, Rule 14a-8(i)(3)

by Cydney Posner At the PLI conference on February 10, Corp Fin Director Keith Higgins, while focusing primarily on the issue du jour of Rule 14a-8(i)(9), the rule that permits companies to exclude from their proxy statements shareholder proposals that directly conflict with management proposals, also spent a little time […]

ISS announces its position on proxy access and exclusion of shareholder proposals

by Cydney Posner Today, ISS issued long-awaited FAQs regarding its policy with respect to shareholder proposals for proxy access and its position on exclusion of shareholder proposals under Rule 14a-8(i)(9). Taken together with the views that Glass Lewis has informally already expressed on this issue (which tend to emphasize a more subjective, […]

Survey: institutional investors want return of 25-page proxy statements

by Cydney Posner Let’s reconsider: is it really necessary – or even useful – to have a proxy statement for an ordinary annual meeting that exceeds 100 pages in length?  Does responsibility for bloated proxy statements lie with legislators and regulators or must we practitioners (and may I include comp […]

Will the new revenue recognition standard wreak havoc on existing executive compensation arrangements?

by Cydney Posner Compliance Week reports on the “tectonic shift” anticipated to result from implementation of FASB’s new revenue recognition standard and the impact of that shift on executive pay. The new standard is scheduled to go into effect at the beginning of 2017; however, companies that include revenue goals […]

Companies take clawbacks into their own hands — ouch, is it always a good thing?

by Cydney Posner As Compliance Week reports, this study from PwC showed that many companies are adopting clawbacks related to their executive compensation arrangements, even before the SEC acts to implement the Dodd-Frank clawback provisions.  The PwC study looked at 100 large public companies and found that 40% had made […]

Corp Fin Director Higgins shares his thoughts on Rule 14a-8(i)(9), the exclusion for conflicting proposals

by Cydney Posner At a PLI conference yesterday on Corporate Governance, Corp Fin Director Keith Higgins gave us a preview of the Division’s thinking about how to address the issues that have arisen recently with respect to Rule 14a-8(i)(9), which allows a company to exclude from its proxy statement a shareholder proposal […]

SEC issues proposal for hedging policy disclosure; Commissioners add some drama to otherwise humdrum rule proposal

by Cydney Posner This morning, the SEC posted proposed amendments to rules to implement Section 955 of Dodd-Frank, which requires, in proxy statements for annual meetings, disclosure of whether employees or directors are permitted to hedge equity securities of the company. (Apparently, the SEC voted to issue the proposal without the […]