SEC Announces Agenda and Panelists for Roundtable on Proxy Advisors

On November 27, 2013, the Securities and Exchange Commission (SEC) announced the agenda and panelists for its December 5, 2013 roundtable on proxy advisors. The roundtable will be broken into two sessions.

The first session will explore the current use of proxy advisory services, including the factors that may have contributed to their use, the purposes and effects of using the services, and competition in the marketplace for such services.

The second session will explore issues identified in the Commission’s 2010 concept release on the U.S. proxy voting system, including potential conflicts of interest that may exist for proxy advisory firms and users of their services, and the transparency and accuracy of recommendations by proxy advisory firms.

For more information, please see: SEC Announces Agenda, Panelists For Roundtable On Proxy Advisory Services, available at:

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SEC Finishes Investigation of Big Lots’ Executives’ Trading

On May 21, 2013, Big Lots released this Form 8-K indicating that the SEC had concluded its investigation into executive trading and determined that no further action will be taken. Where’s the front page story in the Wall Street Journal announcing that? Where’s the infographic showing that the SEC decided not to take any further action?

Here’s the link to Big Lots’ Form 8-K announcing that the investigation was completed and no further action would be taken by the SEC:

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SEC’s Corp Fin Issues New Compliance & Disclosure Interpretations

On March 4, 2011, the SEC’s Division of Corporation Finance issued several new Compliance & Disclosure Interpretations (C&DIs) relating to the proxy disclosure rules.  Here is a link to the full C&DIs:

Below are the newly-added C&DIs for Regulation S-K:

Question 116.08

Question: If Item 401(a) and Item 401(e) director information is omitted from a proxy statement pursuant to Instruction 3 of Item 401(a), is this information nevertheless required to be included in a Form 10-K that otherwise provides its Part III information by incorporation by reference from the proxy statement?

Answer: Yes. Instruction 3 of Item 401(a) applies only to proxy statements and information statements. [Mar. 4, 2011]

Question 116.09

Question: Is a company required to include Item 401(e) information about a director’s business experience if the director is appointed by holders of a class of preferred stock?

Answer: Yes. In this situation, the company may either provide the same information about this director as it would directors nominated by the board or disclose that the preferred shareholder has advised the company that the shareholder has appointed this director because of [the Item 401(e) information provided to the company by the shareholder that the company would then include in its filing]. [Mar. 4, 2011]

Question 118.07

Question: In Compensation Discussion and Analysis (CD&A), is a company required to discuss executive compensation, including performance target levels, to be paid in the current year or in future years?

Answer: No. The CD&A covers only compensation “awarded to, earned by, or paid to the named executive officers.” Although Instruction 2 to Item 402(b) provides that the CD&A should also cover actions regarding executive compensation that were taken after the registrant’s last fiscal year’s end, such disclosure requirement is limited to those actions or steps that could “affect a fair understanding of the named executive officer’s compensation for the last fiscal year.” [Mar. 4, 2011]

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