Say on Pay Presentation

Here’s a new presentation Robbi Fox and I just gave at Equilar’s Executive Compensation Summit in Washington, DC.  If you have any questions, just let me know.

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Another Week, Another Set of SEC Guidance

On Friday, March 12, 2010, the SEC Staff again updated the Regulation S-K Compliance & Disclosure Interpretations (C&DIs). Here is a quick summary of the three new bits of clarification that the SEC Staff offers for the revised proxy disclosure rules: Q. 119.25-NEIP award based on performance during 2010 granted in January 2010. After the [...]

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New SEC Staff Guidance Addresses Equity Awards’ Disclosure

On March 1, 2010, the SEC Staff again updated the Regulation S-K Compliance & Disclosure Interpretations (C&DIs). If a company chooses to report the grant date fair value assumptions for equity awards in relation to the Grants of Plan-Based Awards Table, it can satisfy the Summary Compensation Table disclosure requirements for such information by referencing [...]

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More SEC Guidance on Revised Proxy Disclosure Rules

On February 16, 2010, the SEC Staff updated the C&DIs for Regulation S-K with a few additional questions and answers, as follows: Question 116.07 Question: Instruction 3 to Item 401(a) provides that if the information called for by paragraph (a) is being presented in a proxy or information statement, no information need be given respecting [...]

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RiskMetrics Weighs In on Compensation Risk Disclosures

The new proxy disclosure rules (Item 402(s) to be precise) require public companies to include a narrative disclosure discussing the company’s compensation policies and practices as they relate to the company’s risk management if risks arising from the company’s compensation policies and practices for its employees are “reasonably likely to have a material adverse effect [...]

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