This episode of The EC Minute provides tips for drafting your 2019 Proxy. Topics that could impact your 2019 proxy disclosures are discussed including: 2018 proxy votes; changes to compensation programs; changes impacting the median employee for purposed of the CEO Pay Ratio disclosure; the Tax Cuts and Jobs Act of 2017; and, ESG (Environment, Social, and Governance) principles.
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This episode looks at recently released guidance from the IRS on the changes wrought to Section 162(m) by the Tax Cuts and Jobs Act (TCJA). In particular, the changes made by TCJA are reviewed, including the significant changes made to the definition of Covered Employee as well as the requirements of the grandfather rule for compensation paid pursuant to written binding contracts existing on November 2, 2017. The guidance provided by the Treasury Department and the IRS, as well as its implications for these key changes, is also discussed.
Click here to download the slides for Episode 18
IRS Notice 2018-68
IRS Notice 2018-68 is available at: