Client Alerts

ISS and Glass Lewis Release 2017 Policy Updates   | ISS and Glass Lewis recently released their policy guidelines for the 2017 proxy season.  Similar to last year, compensation-related updates for U.S. issuers from both proxy advisors were minor, however, ISS also published significant modifications to its pay-for-performance methodology for 2017.  The updated guidelines will [read more]

SEC Issues Additional Guidance on CEO Pay Ratio Rules   | The SEC recently released additional guidance to companies related to the CEO pay ratio requirements in Item 402(u) of Regulation S-K and the relevant methodologies required for its calculation.   For further information on CEO pay ratio disclosure, please see our analysis of the final rules [read more]

IRS Proposes Amendments to Section 409A Deferred Compensation Regulations   | The Internal Revenue Service recently proposed amendments to the regulations under Code Section 409A.  The unexpected new proposals add to the reams of 409A rules and guidance that have piled up since 2004, but only modestly. In what passes for good news under 409A, the [read more]

ISS Releases 2016 Policy Updates   | ISS recently released its final policy guidelines for the 2016 proxy season.  While compensation-related updates for U.S. issuers were minor, ISS also announced a modified definition for “overboarded” Directors as well as tweaks to its Equity Plan Scorecard and QuickScore 3.0 models for 2016.  The [read more]

SEC Adopts Final Pay Ratio Disclosure Rules Mandated Under Dodd-Frank Act   | Executive Summary On August 5, 2015, the Commissioners of the SEC voted three-to-two, along party lines, to adopt final rules implementing the pay ratio disclosure mandated under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Final Rule”).  The [read more]