As public companies and shareholders gear up for the
first big wave of SEC-required advisory votes on executive compensation, the
frequency of such votes and golden parachute compensation plans in the wake of
the Dodd-Frank Act, the search goes on for best practices and advice.
In the past couple...
by Gary Larkin
In the first year of mandated advisory votes on executive
compensation plans, two observations can be made: large public companies are shifting
pay practices toward pay for performance and CEO compensation at most non-banks
is back to the higher pre-financial crisis levels.
The fact that as of June 1, 31 companies out of more than 1,600 have reported
shareholders have voted down executive compensation plans (of those a majority
are small- and mid-cap companies) doesn't begin to tell the story of the first
year of SEC-mandated Say on Pay advisory votes.
On September 11, 2011, The New York Times
Without Claws," by Gretchen Morgenson. The article meant to highlight a
lackluster enforcement record by the Securities and Exchange Commission (SEC)
on executive pay "clawbacks". Under limited circumstances, the...
by Barbara Blackford
This week, The Conference Board issued its The 2011 U.S. Director Compensation and Board Practices Report .
The report is based on a survey of 334 public companies
jointly conducted by The Conference Board, NASDAQ OMX, and NYSE Euronext
between April and June 2011. The Harvard...
American corporations today are like the great European
monarchies of yore: They have the power to control the rules under which they
function and to direct the allocation of public resources. This is not a
prediction of what's to come; this is a simple statement of the present state
by Richard A. Bennett - President and CEO,
Reports from today's Citigroup meeting indicate that, led
by public pension funds, investors rebuffed the company's board in their compensation
decisions. In the non-binding vote, only 45% of shares apparently approved
wave of "say on pay" litigation involved lawsuits brought by shareholders
following a negative advisory say on pay vote under the Dodd-Frank Act. The second
wave of say on pay litigation , which picked up in 2012, involved
plaintiffs' efforts to enjoin upcoming shareholder...
Is it possible that we seen the last of "Say-On-Pay"
lawsuits? Or are we just awaiting the next round of post-Dodd Frank executive
compensation-related litigation? Those are the questions asked in a June 12,
2013 memorandum entitled "Has Another Wave of 'Say-On-Pay' Litigation...
In April, the SEC issued its long-awaited “pay-versus-performance” rule proposal . The rules would add a new paragraph (v) to Item 402 of Regulation S-K . In short, the proposed rules would require a new table comparing “executive compensation actually paid” to the “total...