Preparing for the 2017 Proxy Season

Transcription

1 Preparing for the 2017 Proxy Season Presented by: Michael Falk & Mike Melbinger November 10, 2016 Brought to you by Winston & Strawn s Employee Benefits and Executive Compensation Practice

2 Today s elunch Presenters Michael Falk Employee Benefits and Executive Compensation Practice Chicago mfalk@winston.com Michael Melbinger Employee Benefits and Executive Compensation Practice Chicago mmelbinger@winston.com 2

3 Overview: Preparing for the 2017 Proxy Season 1. Shareholder Approval Needed 2. Non-Employee Director Compensation Best Practices and Limits 3. Review ISS/Glass Lewis Report and SSOP Voting Results From Shareholder Say On Pay 5. Shareholder Say On Pay Frequency 6. Performance Measure Issues 7. Defensive Proxy Statement Drafting 8. Shareholder Proposals on Compensation 9. Preparing for CEO Pay Ratio Disclosure 10. General Annual Compensation Committee Review 3

4 Shareholder Approval of LTIP/Stock or Cash Incentive Plan Needed?

5 Shareholder Approval Needed? Determine whether the company needs to amend its LTIP/Stock or Cash Incentive Plans to satisfy the periodic shareholder approval requirements (generally, every five years) of Code Section 162(m) or to add shares to the authorized share pool Note: as SSOP approval has become routine, proxy advisory firms and institutional shareholders seem to have shifted their attention back to votes on stock plans However, in 2015 and 2016, only one equity plan failed to achieve majority shareholder approval in each year, among S&P 1500 companies* *Source: edwardhauder.com 5

6 Shareholder Approval How many shares will the company seek to add? What is the ISS share value transfer (SVT) calculation? (discuss with compensation consultant) Analyze the stock plan under ISS s Equity Plan Scorecard Review plan document for protective provisions and best practices Register on ISS Data Verification Portal to review ISS s data on the new or amended incentive stock plan 6

7 Non-Employee Director Compensation

8 Non-Employee Director Compensation Issues Litigation Surge Committee Best Practices October study reported that total board compensation increased 6%, which is the largest single-year increase seen in director pay in the past four years Median total direct compensation increased from $265,000 to $282,000 among the 100 largest companies based on 2016 proxy statements *Source: Compensation Advisory Partners 8

9 Director Pay Litigation: How Lawsuits Arise Shareholder derivative suits: plaintiffs sue a company on behalf of shareholders Demand requirement under Delaware law The demand requirement is excused if: A majority of the board was interested in the allegedly wrong decision or lacked independence, or The decision was not the product of a valid exercise of business judgment 9

10 Director Pay Litigation: Significant Cases 2014 Seinfeld v. Slager [Republic Services]* 2015 Calma v. Templeton et al. [Citrix Systems] Binning v. Ogunlesi [Goldman Sachs] Friedman v. Dolan [Cablevision] In re Cornerstone Therapeutics Inc Espinoza v. Zuckerberg et al. [Facebook]* Cambridge Retirement Sys. v. Bosnjak [Unilife]* Skorski v. Chipotle Mexican Grill, Inc. *Year refers to settlement date 10

11 How Can Boards Address These Issues Proactively? There are at least three relatively simple ways that a board can reduce the risk of a lawsuit over director pay: 1. Place limits on both the cash and the equity components of its compensation or an aggregate limit and have these limits approved by shareholders, generally as part of the larger stock incentive plan 2. Submit the board s compensation package to shareholders for approval, either separately or as part of the larger stock incentive plan 3. Embrace the new best practices in board compensation and gain some protection that way 11

12 Non-Employee Director Compensation Issues Committee Best Practices a. Independent compensation consultant review, including benchmarking board members compensation against the company s peer group b. Enhance the compensation committee charter (or equivalent document) c. Enhance proxy statement disclosure on the process for setting board compensation 12

13 Review ISS/Glass Lewis Report and SSOP Voting Results From 2016

14 Proxy Advisors Overview Review reports and SSOP voting results from 2016 ISS Policies Overview Proxy Voting Policies (expected mid-november) Equity Plan Scorecard (potential tweaks for 2017) Corporate Governance Ratings QualityScore (formerly QuickScore) Glass Lewis ( Clarification of factors analyzing one-off awards Clarification of factors analyzing equity compensation plans 14

15 Proxy Advisors ISS Updates QualityScore ISS QuickScore 3.0 is now ISS QualityScore QualityScore Data Verification window open until November 11 th at 7 pm CST ISS selectively updated QualityScore factor weighting and answer scoring ISS announced one new compensation factor for the QualityScore* Does the company employ at least one metric that compares its performance to a benchmark or peer group (relative performance)? 15

16 Other Changes to QualityScore Board Structure: What proportion of non-executive directors has been on the board less than six years? Does the board have any mechanisms to encourage director refreshment? (non-scored) Does the company disclose the existence of a formal CEO and key executive officer succession plan? What is the proportion of women on the board? Has the board adequately responded to low support for a management proposal? Shareholder Rights and Takeover Defenses: Does the company have a fee shifting provision? Does the company have an exclusive venue/forum provision? Does the company have a representative claim limitation or other significant litigation rights limitations? Can the board materially modify the company s capital structure without shareholder approval? What is the ownership threshold for proxy access? (now scored, previously incorporated in nonscored proxy access factor) What is the ownership duration threshold for proxy access? (now scored, previously incorporated in non-scored proxy access factor) What is the cap on shareholder nominees to fill board seats from proxy access? (now scored, previously incorporated in non-scored proxy access factor) What is the aggregation limit on shareholders to form a nominating group for proxy access? (now scored, previously incorporated in non-scored proxy access factor) Audit and Risk Oversight: What is the tenure of the external auditor? 16

17 ISS Updates to 2017 Pay-for-Performance Methodology November 8, 2016 Generally, the changes apply to proxy advisory reports for annual meetings on or after February 1, However, the potentially most significant change will not fully apply in For companies subject to ISS s quantitative pay-for-performance screens, ISS will display three-year performance not only on TSR but also on six financial metrics relative to its ISS peer group: Return on equity Return on assets Return on invested capital Revenue growth Growth in earnings before interest, taxes, depreciation, and amortization Growth in cash flow from operations 17

18 ISS Updates to 2017 Pay-for-Performance Methodology November 8, 2016 ISS will compute relative three-year measures for each of the metrics, compared to the ISS selected peer group, compare performance on these metrics with relative compensation levels, and present the results, including an overall weighted financial performance metric, in a new standardized table The weight for each metric will vary by industry Using data from S&P Compustat However, this new assessment will not be a component of ISS s quantitative pay-for-performance screening for 2017 ISS states that it may use the new relative financial performance information in its qualitative assessment of a company s pay-forperformance alignment in 2017, and its consideration may mitigate or heighten identified pay-for-performance concerns 18

19 ISS Updates to 2017 Pay-for-Performance Methodology (cont.) ISS welcomes companies to submit the peer groups they used in setting compensation for the most recently completed fiscal year (this means the 2016 peer group, not the 2017 peer group) Provides opportunity for companies that have made changes to their compensation peer group in 2016 to update ISS The window for submitting these peer groups to ISS is November 28 December 9 Peer submissions must be made through ICS s Governance Analytics platform Only representatives of the company may log into the Governance Analytics platform and complete the peer submission process 19

20 Proxy Advisors ISS Equity Plan Scorecard Maximum scores by EPSC Model and Pillars 1 EPSC Model Plan Cost Plan Features Grant Practices S&P Russell 3000 (excluding S&P 500) Non-Russell Special Cases (Russell 3000/S&P 500)* Special Cases (Non- Russell)* Maximum total score of 100 (53 is passing score for 2016, subject to override for problematic features like repricing or liberal CiC definition) 2 Non-Russell 3000 model only includes Burn Rate and Duration factors 3 Special Cases (Russell 3000/S&P 500) include all Grant Practices factors except Burn Rate and Duration 4 Special Cases (Non-Russell) does not include any Grant Practices factors *Formerly IPO/Bankruptcy 20

21 Proxy Advisors ISS Equity Plan Scorecard General Factors in Each Pillar Plan Cost (45 pts) SVT new & available shares SVT new & available shares & outstanding grants Plan Features (20/30 pts) Automatic CiC vesting Liberal share recycling (FV and/or options) Board discretion to accelerate vesting Minimum 1-yr vesting for one award type Grant Practices (35/25 pts) 3-yr average burn rate Estimated plan duration % CEO equity with performance conditions CEO s most recent grant vesting period Clawback policy for equity awards Post vesting/exercise holding req. 21

22 Proxy Advisors ISS Equity Plan Scorecard In 2016, 662 of the 953 equity plans received a FOR vote recommendation from ISS* 291 plans failed to meet the threshold score and received an AGAINST recommendation: 196 had excessive plan cost 84 failed due to excessive plan cost and an overriding factor 8% of plans permitted repricing** 8% of plans permitted cash buyouts** 4% of plans had a liberal change in control risk** 12 had independence issues with the compensation committee** 5 had a pay-for-performance disconnect** *Reflects S&P 500, Russell 300, and Non-Russell companies **Source: ISS 2016: Proxy Season Review Compensation, issued through September 22,

23 Proxy Advisors Glass Lewis Policies (2016) Review of one-off and transitional incentive grants on a case-by-case basis Thorough description required in proxy Explanation of necessity of awards Subject to future service and/or performance Clearly disclose and explain sign-on arrangements or make-whole payments Problematic features affecting say on pay vote recommendation: Inappropriate peer group and/or benchmarking issues Inadequate or no rationale for changes to peer groups Egregious/excessive bonuses, equity awards or severance, incl. golden handshakes/parachutes Problematic contractual payments, such as guaranteed bonuses Targeting overall levels of compensation at higher than median without adequate justification Performance targets not sufficiently challenging, and/or providing for high potential payouts Performance targets lowered without justification Discretionary bonuses paid when short- or long-term incentive plan targets were not met Executive pay high relative to peers not justified by outstanding company performance Terms of long-term incentive plans are inappropriate Insufficient disclosure of compensation policies 23

24 Shareholder Say on Pay

25 Shareholder Say on Pay Depending on SSOP frequency (annual, biennial, or triennial) remember to include SSOP proposal in 2017 (as applicable) Disclose in the CD&A the extent to which the Compensation Committee considered the results of previous SSOP votes (if only to state that we believe that the overwhelming shareholder approval in 2016 further validates our executive compensation program ). Determine whether the result of last year s SSOP resolution suggests or requires action. If a low SSOP vote results, what changes can/did the company make, and which best practices can the company adopt, to improve the likelihood of shareholder approval this year? 26

26 Shareholder Say on Pay Disclose the current frequency of shareholder advisory votes on executive compensation How was last year s stock price performance? Are there other performance metrics that may be useful to show? As noted above, pay-for-performance alignment (in reality, stock price performance) is becoming the leading area of scrutiny for proxy advisory firms in SSOP voting What was last year s CEO compensation compared to stock price (may be unnecessary if stock price has gone up)? 27

27 Shareholder Say on Pay Review ISS 2016 Proxy Report. What is the Governance QualityScore? Is ISS correctly summarizing the company s governance and compensation practices? Were there any changes to compensation plans or program that could lead to ISS disapproval, e.g., addition of tax gross-ups of any kind or single trigger change in control provisions 28

28 Say on Pay Results* and Strategies Overall passage rate for Say on Pay remains high (average support of 91% in 2016) So far in 2016, 31 Russell 3000 companies failed to obtain majority approval of their Say on Pay proposals 76% of companies have passed with over 90% approval in 2016 ISS recommended a vote AGAINST Say on Pay at approximately 12% of companies it reviewed in 2016 ISS effect? Average approval with ISS for : 94% Average approval with ISS against : 66% *Data from Semler Brossy October 12, 2016 Say on Pay Report 29

29 Say on Pay Results and Strategies (cont.) Proxy Advisor Influence Over Largest Fund Managers ( )* Voting Manager Followed GL Against Rec on SoP Followed ISS Against Rec on SoP BlackRock 15.30% 27.00% Vanguard 20.10% 36.80% State Street 24.20% 44.40% FMR 26.00% 43.00% Fidelity SelectCo 24.60% 43.00% *Proxy Insight, Measuring the Influence of Proxy Advisors October 26,

30 Say on Pay Results and Strategies (cont.) Usual reasons for failed Say on Pay votes: Pay and performance disconnect Rigor of performance goals Special awards or mega-grants Solid TSR and financial performance don t insulate companies from scrutiny (Chipotle) Non-performance-based equity Problematic pay practices Benchmarking practices 31

31 Say on Pay Results and Strategies (cont.) Typical company changes in response to Say on Pay challenges:* Improving proxy disclosure Ensuring incentive plan goals are sufficiently challenging Shifting pay mix to performance-based Changing severance plan Increasing weight of performance shares *NYSE Governance Services / Corporate Board Member / Pay Governance Fall 2013 Survey 32

32 Say on Pay Results and Strategies (cont.) Ensure that required and best practices disclosure and procedures are included and followed Supporting statement for Say on Pay proposal (include current frequency and when next vote will occur) Proxy statement and proxy card language SEC guidance CD&A disclosure re: consideration of Say on Pay result Executive summary in CD&A Pay for performance emphasis in disclosure Proxy summaries Good governance highlights User-friendly format Telling your story 33

33 Shareholder Say on Pay Frequency

34 Shareholder Say on Pay Frequency Proxy must include a separate resolution subject to a non-binding shareholder vote to determine whether future SSOP votes will occur every one, two, or three years no later than the annual meeting of shareholders held in the sixth calendar year after the immediately preceding vote on this matter (also sometimes referred to as Say When on Pay ) Companies that last provided this voting opportunity to shareholders in 2011 (which, in our experience, is most companies) must include the advisory vote in their 2017 proxy 35

35 Performance Measure Issues

36 Non-GAAP On May 17, 2016, SEC published updated Non-GAAP Financial Measures Compliance and Disclosure Interpretations ( CDIs ) that present new and updated interpretations of the rules regarding non-gaap financial measures Regulation G requires extensive additional disclosure when non- GAAP figures are used in filings Exception: In CD&A, disclosure of target levels that are non- GAAP financial measures will not be subject to Regulation G - but disclosure must be provided as to how the number is calculated from the company s audited financial statements [reference to definition in Form 10-K] Use of or reference to non-gaap financial measures in areas of the proxy other than the CD&A may not qualify for this exemption 37

37 Accounting Rule Changes Amend LTIP/Stock Incentive Plan for accounting rules changes: elimination of extraordinary items to provide more flexibility as to tax withholding on vesting or exercise of awards 38

38 Performance-Based Compensation Issues The SEC s proposed Pay Versus Performance Disclosure rules rely on relative TSR as the basis for reporting the relationship between executive compensation and financial performance The rules likely will require companies to report their TSR and compare it in easy-to-read chart form against the average TSR of their peers. Committees that do not currently use relative TSR as a metric in executive pay will need to explain in the CD&A why the performance metric the Committee uses to determine executive pay is preferable Committees should discuss this issue and at least consider switching to TSR as a performance measure, despite its many flaws 39

39 Defensive Proxy Statement Drafting

40 Defensive Proxy Statement Drafting Apply defensive proxy statement drafting to reduce risk of strike suits Litigation hot buttons include: Section 162(m) disclosure and compliance, including new and proposed regulations Item 405 disclosure as to late Form 4 filings Proposals requesting additional stock plan shares without adequate disclosure of the dilutive effect 41

41 Compensation Litigation Update Stock Plan Proposal Litigation don t be a target Incentive Plan Oops Litigation do your diligence Are your 162(m) performance goals due for SH approval? (every five years) Dust off the plan document to review plan and award limits Review 162(m) disclosure in proxy statement Corporate formalities Monitor form S-8 share usage in all plans Section 16 Review Filing Procedures, Approach, and Disclosures 42

42 Proxy Disclosure Tools and Tips Do Your Homework Review company s performance and model P4P connection Read prior year s proxy advisor reports User Friendly Format Most institutional investors skip to specific sections of proxy when reviewing it (CD&A executive summary and proxy statement summary, especially) and no one reviews a hard copy Director independence, pay for performance alignment and disclosure of performance measures ranked as most important subject matters Proxy Summaries (in CD&A and Proxy Introduction) 43

43 Proxy Disclosure Tools and Tips (cont.) Good Governance Highlights and, if applicable, Shareholder Engagement Efforts Disclosure targeted to impact QualityScore and proxy advisory firm reports and recommendations Telling Your Story Consistently, including Pay for Performance "Anticipate P4P disclosure rules? But remember non-gaap rules (Reg S-K C&DI and ) Follow-Through on Commitments Made in Prior Disclosure SEC comment letter responses Say on Pay proposal disclosure 44

44 Shareholder Proposals on Compensation

45 Shareholder Proposals on Compensation Did shareholders make or threaten any proposals in 2015 or 2016? Does the company have vulnerability with respect to frequent challenges? Consider whether to deploy (or adopt) shareholder engagement policy 46

46 Shareholder Proposal Trends There were 57 compensation-related stockholder proposals in 2016,* with the most common being: Pro-rata Vesting of Equity Awards (n=15) Stock Retention/Holding Period (n=13) Adjust Metrics for Share Buybacks (n=6) Clawback of Incentive Payments (n=6) Average Support of Proposals, 2016 Pro-Rata Vesting of Equity Awards (31.3%) Stock Retention/Holding Period (17.6%) Adjust Metrics for Share Buybacks (18.9%) Clawback of Incentive Payments (14.3%) *Source: ISS United States 2016 Proxy Season Review Compensation, September 22,

47 Apple Shareholder Proposal for Multiple Compensation Consultants The SEC s Division of Corporation Finance issued a no-action response to Apple regarding a shareholder proposal that the company sought to exclude under Rule 14a, arguing that: The proposal was inherently vague (rule 14a-8(i)(3)) The company lacked the power to implement (rule 14a-8(i)(6)) The proposal relates to hiring an ordinary business matter (rule 14a-8(i)(7)) The proposal recommended that the company engage multiple outside independent experts or resources from the general public to reform its executive compensation principles and practices Corporation Finance found that (i) the proposal was not vague, (ii) the company was capable of implementing the proposal, and (iii) a proposal for multiple compensation consultants focuses on senior executive compensation and should not be excluded 48

48 Preparing for CEO Pay Ratio Disclosure

49 Dodd-Frank Implementation Overview Provision Proposed Final Effective Applicable To Clawback July 1, 2015 TBD SEC TBD; exchanges have one year to adopt rules following effectiveness of SEC rule; companies then have 60 days to adopt policy All issuers listed on a national exchange. Covers compensation based on financial info for periods ending on and after SEC effectiveness Pay for Performance Disclosure April 29, 2015 TBD TBD; phase-in for number of covered years in the new table Reporting companies other than emerging growth companies and foreign private issuers Hedging Disclosure February 9, 2015 TBD TBD Reporting companies other than foreign private issuers 50

50 CEO Pay Ratio The Dodd-Frank Act requires the SEC to adopt rules requiring companies to disclose: a. The median of the annual total compensation of all employees of the company, excluding the CEO b. The annual total compensation of the CEO of the company c. The ratio of (a) to (b) In August 2015, the SEC issued final rules on the CEO pay ratio rules Applies to compensation in fiscal years beginning on or after January 1, 2017 (reported in 2018 proxy statement) 51

51 CEO Pay Ratio The new disclosure requirements do not apply to: Smaller reporting companies Foreign private issuers Multi-jurisdictional filers Emerging growth companies Registered investment companies Transition rule for newly public companies 52

52 CEO Pay Ratio Final Rule Executives, board members, and the company s HR and legal functions should begin to study these rules The information the company will be required to collect for compliance with the rules is extensive and the calculations are likely to be complicated. Most companies will require a combination of services from internal functions, such as HR and legal, and external providers, including counsel, compensation consultants, and accountants Some institutional investors and pension funds have expressed the desire to see this disclosure before

53 Calculating the Ratio: Suggested Action Steps Briefing the Board and/or Compensation Committee on the pending requirements of the final rules Organizing a team of internal professionals to comply with the rules Develop an action plan for compliance. Implementation of the new rule will require certain decisions 1. Evaluate Alternative Methodologies for Identifying the Median Employee. Each company may select a methodology to identify its median employee based on the company s facts and circumstances, including total employee population, a statistical sampling of that population, or other reasonable methods. For example, a company could identify the median of its population or sample using any consistently applied compensation measure from compensation amounts reported in its payroll or tax records 54

54 Action Steps (cont.) 2. Consider Cost-of-Living Adjustments. The rules explicitly allow a company to apply a cost-of-living adjustment to the compensation measure it uses to identify the median employee a) SEC acknowledged that differences in the underlying economic conditions of certain countries in which companies operate would have an effect on the compensation paid to employees in those jurisdictions, resulting in a statistic that does not appropriately reflect the value of the compensation paid to individuals in those countries b) The rules give companies the option to adjust for these differences c) The rules allow a company to make cost-of-living adjustments to the compensation of its employees in jurisdictions other than that in which the CEO resides 55

55 Action Steps (cont.) 3. Determination of Total Compensation. Assess your ability to calculate precisely all items of compensation or whether reasonable estimates may be appropriate for some elements. Companies may use reasonable estimates when calculating any elements of the annual total compensation for employees other than the CEO (with disclosure) 4. Select a Testing Date. The rules allow a company to select a date within the last three months of its last completed fiscal year on which to determine the employee population for purposes of identifying the median employee a) The company would not need to count any individual who is not employed on that date b) Companies that employ temporary or seasonal workers should pay particular attention to this rule c) The rules permit the company to identify its median employee once every three years 56

56 Action Steps (cont.) 5. Non-US Employees. The rules allow a company to exclude non- U.S. employees from the determination of its median employee in two circumstances: a) Non-U.S. employees that are employed in a jurisdiction with data privacy laws that make the company unable to comply with the rule without violating those laws. The rules require a company to obtain a legal opinion on this issue b) Up to 5% of the company s non-u.s. employees, including any non-u.s. employees excluded using the data privacy exemption. Under this exception, if a company excludes any non-u.s. employee in a particular jurisdiction, it must exclude all non-u.s. employees in that jurisdiction 57

57 Action Steps (cont.) 6. New Employees. The rules allow a company to exclude certain new employees from its calculation a) A company can exclude any employees obtained in a business combination or acquisition for the fiscal year in which the transaction becomes effective b) Companies may annualize the total compensation for a permanent employee who did not work for the entire year, such as a new hire or an employee on an unpaid leave of absence c) Companies may not annualize the compensation of part-time, temporary, or seasonal workers when calculating the required pay ratio 58

58 Action Steps (cont.) 7. Independent Contractors. Individuals employed by unaffiliated third parties or independent contractors would not be considered employees of the company. However, the rules do not appear to allow companies to exclude many of the individuals that other areas of the law would recognize as independent contractors a) Companies should re-examine the workers they currently characterize as independent contractors 8. Other Benefits Provided to Employees. The rules allow a company to include personal benefits that aggregate less than $10,000 and compensation under non-discriminatory benefit plans such as health and retirement plans in calculating the annual total compensation of the median employee as long as these items are also included in calculating the CEO s annual total compensation 59

59 Action Steps 9. Consider Tweaking the Structure of the Company s Work Force. The excluded employee rules, together with the ability to (i) select a test date within the last three months of the last completed fiscal year, and (ii) to identify the median employee once every three years, appear to present a planning opportunity for many companies 60

60 General Annual Compensation Committee Review

61 Preparing for the 2017 Proxy Season Did the company or Board commit itself to any disclosure actions for the next proxy, e.g., pursuant to SEC comments (tri-annual review) or ISS badgering? 62

62 Compensation Risk Assessment Item 402(s) of Regulation S-K, issued by the SEC in December 2009, requires a company to assess whether its compensation policies and practices for all employees, including non-executive officers, are reasonably likely to have a material adverse effect on the company In light of the recent media and political focus on incentive-based compensation, this year might be a good time to review your compensation risk assessment process and disclosure Most Compensation Committee Charters make that Committee responsible for reviewing employee compensation programs as they relate to risk management and risk-taking incentives 63

63 General Annual Compensation Committee Review 1. Verify that the Compensation Committee has updated its Committee Charter for changes in the law (Dodd-Frank Act and new SEC rules), new NYSE and NASDAQ rules, and/or best practices 2. Is the Committee actually performing all the duties listed under its Charter? Does the Charter include all of the Committee s duties? Do the listed duties unnecessarily create fiduciary liability risk? 3. Has the Committee added a Compensation Clawback Policy? 4. Has the Company provided any recent training or education for the Committee members? 64

64 Other Hot Button Issues and Actions Review Section 16(a) reporting procedures and compliance in light of SEC Enforcement Actions Review the non-disclosure, non-disparagement, and release language in employment, severance, and change in control agreements and plans in light of SEC Enforcement Actions Review Rule 10b5-1 Trading Plans Consider review and update of indemnification provisions and D&O coverage for officers and directors Review whether Form S-8 and Prospectus are up-to-date and have enough registered shares remaining for all plans (including 401(k) and non-qualified retirement plans with company stock fund)? [These are not requirements for the proxy, but matters that companies should review annually] 65

65 Questions?

66 Thank You. Michael Falk Employee Benefits and Executive Compensation Practice Chicago Michael Melbinger Employee Benefits and Executive Compensation Practice Chicago 68