Timely Executive Compensation Topics
In this episode of the EC Minute, we look at the recently announced policy updates from ISS that will apply to shareholder meetings on and after February 1, 2019. We also look at the preliminary compensation FAQs that ISS also issued and see what the implications are for compensation matters in 2019.
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.
This episode of the EC Minute looks at the May 2018 letters to ISS and Glass Lewis written by Senators who are members of the U.S. Senate Banking, Housing, and Urban Affairs Committee. The episode also offers some of the background that explains why these letters were sent. Congress appears to be investigating whether proxy advisory firms should be registered with the SEC (if they are not already) and whether they should be required to provide more information concerning their proxy guidelines, require adequate staffing, permit companies to review and comment on proxy advisory firms’ reports, and whether they need to have rules addressing conflicts of interest for such firms.
Link to Congress.gov website where the report and text of H.R. 4015, the Corporate Governance Reform and Transparency Act of 2017, December 7, 2017 can be found:
https://www.congress.gov/bill/115th-congress/house-bill/4015/text
The GAO’s reports can be found at:
The SEC Staff Legal Bulletin No. 20, Proxy Voting: Proxy Voting Responsibilities of Investment Advisers and Availability of Exemptions from the Proxy Rules for Proxy Advisory Firms (June 30, 2014) can be found at:
https://www.sec.gov/interps/legal/cfslb20.htm