SEC Proposes to Eliminate Equity Compensation Plan Information Table

According to this BNA blog (, the SEC has proposed to eliminate the Regulation S-K, Item 201(d) disclosure, i.e., the Equity Compensation Plan Information Table that is included in the proxy or annual report depending on whether a compensation plan is being put to shareholder vote.  This table provides the outstanding and available shares for shareholder approved and non-shareholder approved equity compensation plans, as well as weighted average exercise price for the outstanding equity awards.

The rationale appears to be that given current financial accounting standards, much of this information is now contained in a company’s publicly-filed financial statements.  While that is true to some extent, in my experience, the financial statements are not always the picture of clarity on such disclosure and I believe less information will ultimately be reported about equity plans if this proposal passes.

We will have to watch where this SEC proposal ends up when the final regulations gets issued.

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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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