by Gary Larkin
Now that two other major news organizations have
confirmed it, I guess it can be proclaimed that indeed CEOs of American public
companies received sizable compensation raises in 2010. In the past week, both
the Associated Press and Wall
Street Journal reported that U.S. CEOs made...
The Dodd-Frank Wall Street Reform and Consumer Protection
Act (the "Act") requires seven Federal agencies (the "Agencies") to jointly
prescribe regulations or guidelines with respect to incentive-based
compensation practices at covered financial institutions. On April 14, 2011,
With the first year of mandatory advisory votes on
executive compensation just about complete, one of the most influential proxy
advisory firms announced a new tool for investors and a proxy research firm has
communicated that it is concerned about CEO pensions as it relates to...
Among its myriad provisions, the Dodd-Frank Wall Street
Reform and Consumer Protection Act created Section 14A of the Securities
Exchange Act of 1934. This new section requires most public companies to
conduct a shareholder advisory vote on executive compensation not less
frequently than every three...
In a very pragmatic and
business-oriented analysis of say-on-pay, author Gary Larkin outlines how it
does not necessarily matter how well the first year of mandatory executive
compensation plan advisory votes went for US companies. Directors and officers
need to understand that was merely the first step...
Only small a
small number of companies experienced a negative "say on pay" vote this
past proxy season, but many of the companies that did found
themselves hit with a shareholder lawsuit in the wake of the negative vote.
Cincinnati Bell is one of the companies that with both a negative...
by Gary Larkin
Even though shareholders approved most of the executive
compensation plans put up for vote in the 2011 proxy season, the tiny minority
of failed say on pay votes are getting an inordinate amount of attention for a
myriad of reasons.
Those reasons, which reflect an overarching...
When the Dodd-Frank Wall Street Reform and Consumer
Protection Act (Dodd-Frank) became law in 2010, it included a requirement that
most publicly traded companies include in their annual shareholder meeting
agendas an advisory vote to approve the compensation paid to named executive
officers in the most...
The arrival of a new year means that another proxy season
is not that far off. A highlight of the 2011 proxy season was that it
marked the first year in which shareholder advisory votes on executive
compensation ("Say on Pay") were conducted in accordance with the Dodd-Frank
Some 25 years ago I attended a crowded and agitated
shareholders meeting for a Fortune 500 company. During the meeting, a
shareholder held up a large and colorful chart for the meeting attendees to
see. The chart showed the change in the CEO's compensation compared to
The advisory shareholder vote required under the Dodd
Frank Act went through its first cycle in 2011, and by and large most
companies' shareholders approved the companies' executive compensation plans.
Only about 45 companies (less than 2%) received negative "say on pay" votes
In 2012, companies should focus
on the disclosure requirements of the Compensation Discussion and Analysis
(CD&A) contained in their proxy statements, particularly with a view toward
being responsive to stockholders and minimizing the risk of say-on-pay
During 2011, stockholders...
We've heard a lot about " Shareholder
Spring " this year - the idea that this proxy season shareholders were
actively standing up and forcing changes in the boardroom. Some of this is
attributed to Dodd-Frank and a mandatory say-on-pay vote (one that is
nonbinding, but more about that...
by Gregory C. Schick
On June 20, 2012, the SEC
published final rules for compensation committee independence requirements. The
Final Rules compels Exchanges to establish listing standards requiring each
member of a listed issuer's compensation committee to be:(i) a board member and
by Joseph G. Casion and Joshua E. Gewolb
On May 29, 2013, thirteen New York State agencies, including the Department of Health ("DoH"), adopted final regulations limiting executive compensation and administrative expenses at State-funded service providers. The final regulations...
As I have noted in prior posts (most recently here ), plaintiffs’ lawyers have rushed to filed “say on pay” lawsuits, either after a negative vote on the advisory shareholder vote on executive compensation, or more recently before the vote occurs based on alleged deficiencies in the...
Each of the Top Ten Highest Paid CEOs Earned Over $100 Million
New York, Oct 22, 2013 – GMI Ratings today released its 2013 CEO Pay Survey , one of the most comprehensive surveys of North American CEO compensation. The report findings are based on an analysis of 2,259 North American publicly...
Governance Insight Alert
Just before the holidays, Freeport McMoRan Copper & Gold (FCX) announced that it had torn up its employment agreement with its CEO, Richard Adkerson, who would henceforth be employed “at will.” FCX is no stranger to pay controversy, having lost two of its three...
You might remember the derivative action filed against the board of directors of Duke Energy Corporation stemming from its 2012 merger with Progress Energy. It received a lot of publicity . The merger was concluded long ago, but there's finally been a ruling from the Business Court dismissing the...
When Congress enacted stiff executive compensation clawbacks as part of the Dodd-Frank Act, the assumption was that the adoption of these kinds of measures would reduce the number of corporate restatements and increase investor confidence in financial reports. However, a new study focused on companies...
The SEC released proposed rules required by the Dodd-Frank Act a few weeks ago. The proposal, if adopted, would require public companies to compare senior executives’ compensation with the actual performance of the company, measured by a shareholder return metric. “Emerging growth companies”...
On July 1, 2015, a divided SEC voted 3-2 to propose rules directing the securities exchanges to adopt standards requiring listed companies to adopt policies requiring the companies’ executive officers to pay back incentive-based compensation in the event the company restates its financials for...
Friedman v. Dolan, C.A. No. 9425-VCN (Del. Ch. June 30, 2015), is a Delaware Court of Chancery decision that should be read by anyone who thinks they should be able to challenge allegedly excessive compensation packages granted to members of a family in a family-controlled company [subscribers can access...
A sharply divided Securities and Exchange Commission approved rules mandated by the Dodd-Frank Act requiring most companies to disclose the ratio of their CEO’s pay to their average median employee salaries. The two Republican commissioners strongly opposed the rules on various grounds. A controversial...
A registrant's initial pay ratio disclosure will be required for its first full fiscal year beginning on or after January 1, 2017.
The U.S. Securities and Exchange Commission (SEC) has adopted final pay ratio disclosure rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act...