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 [...]
RMG Issues FAQs on New SEC Proxy Disclosure Rules
RiskMetrics Group (RMG) recently issued several FAQs related to the new SEC proxy disclosure rules. Previously, I blogged about the RMG FAQ regarding Compensation Risk Disclosures, and today I will address the two other FAQs, one on compensation consultant conflicts and the other on the enhanced disclosure about directors – qualifications, diversity policies, and board [...]
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 [...]
SEC Issues Final Proxy Disclosure Rule Amendments
The U.S. Securities and Exchange Commission met this morning and voted 4 to 1 in favor of approving the amendments to the proxy disclosure rules that were issued over the summer with some changes. I’ll review the final amended rules and blog in the coming days about the changes that will impact equity compensation. In the [...]
Where’s Waldo? Where can you put the Equity Compensation Plan Information Table?
Generally, the Equity Compensation Plan Information table is included in a company’s Form 10-K, unless a company is putting a compensation-related matter to shareholders on its proxy.
However, this could lead to confusing your shareholders as the table would then bounce back and forth between the Form 10-K and the proxy, simply depending on whether a [...]
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Polls
Do you think companies will include negative disclosure about Compensation Risk Disclosure in their 2010 proxies?
- No (57%, 4 Votes)
- Yes (43%, 3 Votes)
- Uncertain (0%, 0 Votes)
Total Voters: 7
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