A COMPREHENSIVE SUMMARY OF THE SEC S REVAMPED EXECUTIVE COMPENSATION DISCLOSURE RULES

Size: px
Start display at page:

Download "A COMPREHENSIVE SUMMARY OF THE SEC S REVAMPED EXECUTIVE COMPENSATION DISCLOSURE RULES"

Transcription

1 A COMPREHENSIVE SUMMARY OF THE SEC S REVAMPED EXECUTIVE COMPENSATION DISCLOSURE RULES On January 27, 2006, the Securities and Exchange Commission proposed extensive and far reaching amendments to the disclosure requirements for executive and director compensation and related matters. The proposals are contained in Releases and [ (the Proposals ). The Proposals would require a comprehensive new disclosure by a public company about its compensation policies and require substantial changes to the summary compensation table and related items. A number of additional changes are proposed to disclosures about related party transactions, director independence and other corporate governance matters and security ownership of officers and directors. The Proposals would apply to disclosure in proxies, registration statements and other SEC filings (such as Form 8-K). Highlights of the Proposals include: A new management Compensation Disclosure and Analysis which would replace the Compensation Committee Report and performance graph. The Summary Compensation Table would be expanded, including a total compensation column. New disclosures would be added about the value of equity grants when made and when exercised. The disclosure of perks would be expanded and become more detailed. The number and nature of supplemental tables would be expanded, including two new retirement/deferred compensation tables. The principal financial officer would be included as a named executive officer, even if not in the top five officers by compensation. Director compensation would be disclosed on a summary compensation table with footnotes. All disclosures would have to be in plain English. Disclosure about compensation committee governance and operations would be expanded. Disclosure of transactions with related persons would be expanded, although the threshold for disclosure would be raised from $60,000 to $120,000. OVERVIEW OF PROPOSALS The purpose of the Proposals is to provide more detailed and comprehensive disclosure of compensation paid to executives and directors. Under the McGuireWoods, LLP

2 Proposals, executive compensation disclosure in Item 402 of Regulation S-K would be structured into four segments: 1. The Compensation Discussion and Analysis would provide a narrative overview of compensation policies and decisions made under those policies. 2. The Summary Compensation Table would provide a look at total compensation paid, including the value of any equity grants that would vest in the future. 3. Two new tables would provide more information on outstanding equity grants and information on amounts realized when equity grants were exercised or vested during the year. 4. New tabular disclosure would cover retirement benefits and nonqualified deferred compensation in greater detail and would require estimates of payments in the event of severance or a change in control. All of the new tables would be followed by narrative explanations. One area in which the SEC clearly intends to change prevailing practices is in the disclosure of perks. The Proposals are consistent with recent SEC statements of its focus on expanding disclosure of perks. Between a reduced $10,000 threshold for reporting and interpretative advice about the SEC s view of benefits that may be treated as a perk, perk disclosure would be substantially expanded. Compensation paid to directors would now be shown on a separate table similar to the Summary Compensation Table. More items would be covered, such as amounts attributable to director charitable award programs. The Proposals also address other aspects of compensation disclosure, in particular the rules on related parties and related transactions in Item 404 of Regulation S-K. The Proposals would be more principle-based and require more decisions about the materiality of a transaction. The $60,000 threshold for disclosure would be increased to $120,000 to adjust for inflation. Under the Proposals, corporate governance disclosures would be updated. Disclosures would be required about the compensation committee that would be similar to current disclosures about the audit and nominating committees. Also, the Proposals would amend the Form 8-K requirements to reduce the number of Form 8-K filings required on compensation matters. The SEC has made numerous requests for comments and the comment period would close 60 days after the releases are published in the Federal Register. If adopted, the new rules would be effective 60 to 120 days after final publication, depending on the filing provision involved. If adopted, the rules would be in effect for the 2007 proxy season. McGuireWoods, LLP

3 WHAT TO DO NOW? It is likely that the new rules will be adopted substantially in their current form. Therefore, all compensation decisions affecting 2006 compensation would be disclosed in 2007 proxies under these new rules. Companies should start now to evaluate their compensation policies, procedures and structures in light of the new requirements. Additional advice on how the proposed rules could affect 2006 activities is found throughout this memo. The memorandum is divided into the following sections: Page A. Compensation Disclosure & Analysis 4 B. Named Executive Officer Changes 6 C. Revised Summary Compensation Table 7 1. The New Table and its Requirements 8 2. Narrative Disclosure The Supplemental Annual Compensation Tables 16 D. New Equity Compensation Tables 19 E. Tables for Post-Employment Compensation 21 F. Small Business Issuers 25 G. Director Compensation Table 26 H. Plain English Requirement 27 I. Corporate Governance Disclosure 27 J. Related Person Disclosures 29 K. Form 8-K Changes 32 L. Transition Provisions/Effective Dates 33 M. Action Items 34 McGuireWoods, LLP

4 Table Locator The tables required under the Proposals are reproduced in the memorandum. Copies of the tables are located on the following pages: Page Summary Compensation Table 8 Grants of Performance-Based Awards 17 Grants of All Other Equity Awards 18 Outstanding Equity Awards at Fiscal Year-End 20 Option Exercises and Stock Vested 21 Retirement Plan Potential Annual Payments and Benefits 22 Nonqualified Defined Contribution and Other Deferred Compensation Plans 23 Director Compensation Table 26 A. COMPENSATION DISCLOSURE & ANALYSIS The centerpiece of the new disclosure called for by the Proposals would be the Compensation Discussion and Analysis (CD&A). The CD&A is intended to provide a similar function for compensation disclosure to that provided for financial disclosure in Management s Discussion and Analysis of Financial Condition and Results of Operations that appears in a company s annual report ( MD&A ). The CD&A would provide a general overview and a discussion and analysis of the material factors underlying compensation policies and decisions. The implementation of those decisions would then be reflected in the data presented in the various tables and accompanying narrative discussion. The CD&A would replace the current Compensation Committee Report and Performance Graph. The CD&A requirements would be described in a revised Item 402 of Regulation S-K. The company would be required to explain in the CD&A all elements of compensation of named executive officers, including responses to the following specific items: The objectives of the company s compensation programs; What the compensation program is designed to reward and not reward; Each element of compensation; Why the company chooses to pay each element; How the company determines the amount for each element to pay; and How each compensation element and the company s decisions regarding that element fit into the company s overall compensation objectives and affect decisions regarding other elements. The CD&A should focus on material principles underlying executive compensation policies and decisions and not use boilerplate language. The purpose is not to repeat the more detailed information that would follow in the tables and accompanying narrative discussion. While the information to be disclosed in the CD&A would vary depending upon facts and circumstances, the McGuireWoods, LLP

5 SEC has included in the proposed rule 13 examples of the type of information that might be covered: The policies for allocating between long-term and currently paid out compensation; The policies for allocating between cash and non-cash compensation, and among different forms of non-cash compensation; For equity-based compensation, how the determination is made as to when awards are granted; What specific items of corporate performance are taken into account in setting compensation policies and making compensation decisions; How specific forms of compensation are structured to reflect individual performance, describing the elements of individual performance and/or contribution that are taken into account; How specific forms of compensation are structured to reflect corporate performance, including whether discretion can be exercised either to award compensation absent attainment of the goal or to reduce or increase the size of the award; The factors considered in decisions to increase or decrease compensation materially; How amounts realizable from prior compensation are considered in setting other elements of compensation; The impact of accounting and tax treatments on particular compensation; Stock ownership guidelines and policies regarding hedging the economic risk of such ownership; Whether the company engaged in any benchmarking of total compensation, or any material element of compensation, identifying the benchmark and, if applicable, its components (including component companies); and The role of executive officers in determining executive compensation. Observation: While most companies will have addressed these and other issues in their compensation setting, the CD&A may require a more comprehensive and well articulated statement of the policies than currently exists. Consistent with current requirements for the Compensation Committee Report, companies would not be required to disclose target levels with respect to specific quantitative or qualitative performance-related factors considered in determining executive compensation. In addition, companies would not be required to disclose any factors or criteria involving confidential commercial or business information, the disclosure of which would have an adverse effect on the company. McGuireWoods, LLP

6 Observation: In setting up their decision-making process for compensation in 2006, companies should be mindful of the disclosures that would be required in the CD&A and should consider documenting how they have addressed some of the specific issues that would need to be discussed. Unlike the Compensation Committee Report and the Performance Graph, which it replaces, the CD&A would be filed for purposes of the proxy rules and incorporation by reference into 1934 and 1933 Act filings. Observation: The fact that the CD&A would be filed may require increased attention to documentation, both to support certifications by the CEO and CFO under the Sarbanes-Oxley Act and to permit underwriters and counsel to conduct adequate due diligence and deliver opinions in connection with securities offerings. B. NAMED EXECUTIVE OFFICER CHANGES The Proposals would retain the requirement that disclosures be made only in respect to five named executive officers (NEOs). Unlike the current rules, however, the Proposals specifically require one of the NEOs to be the principal financial officer of the company. This should not constitute a major departure from current practice, however, since the principal financial officer in many cases would already be included as one of the most highly compensated officers of the company. The SEC proposal would also re-designate the current chief executive officer as the principal executive officer. The titles of principal executive officer and principal financial officer are consistent with usage in the Sarbanes-Oxley Act certification provisions. The remaining three named executive officers would be the three most highly compensated executive officers other than the principal executive officer and the principal financial officer. As under the current rules, disclosure would also be required for up to two additional individuals who would have been named executive officers but for the fact that they no longer served as executive officers at the end of the last fiscal year. The threshold for disclosure would remain at $100,000. If one of the three most highly compensated executive officers only served as an executive officer for part of the year, disclosure would be required of the officer s total compensation for the entire year. However, there is a significant change in the calculation of compensation for this purpose. The three most highly compensated officers of a company would be identified based on their total compensation for the last fiscal year (as indicated McGuireWoods, LLP

7 in column (c) of the revised Summary Compensation Table). Under the current rules, this determination is made based on salary and bonus amounts only. Observation: Since total compensation includes many more types of compensation than salary and bonus, the SEC proposal may make it more difficult to determine in advance the group of three most highly compensated officers. Also, since the total compensation number will now include the fair value of stock options, it is more likely that officers would exceed the $100,000 threshold. As is also currently the case for the chief executive officer, the Proposals would require that all persons who served as either the company s principal executive officer or principal financial officer during the last fiscal year would be required to be treated as named executive officers. Thus, unlike current practice, additional disclosures would be required if more than one individual served as the principal financial officer of the company during the last fiscal year. Even if a principal executive or principal financial officer only served in that capacity for part of the year, disclosure would be required in respect to the officer s total compensation for the entire year. In another change, the total compensation and positions (but not the names) of up to three additional individuals are also required to be disclosed in the narrative disclosure that accompanies the Summary Compensation Table, if such individuals had higher total compensation than any of the NEOs. Finally, under the Proposals, companies would no longer be permitted to exclude an officer from being a named executive officer on the basis that the officer received an unusually large amount of cash compensation that was not part of a recurring arrangement and was unlikely to continue. This is consistent with the new focus on total compensation. However, companies could continue to exclude executive officers from being named executive officers due to the officer receiving cash compensation attributed primarily to an overseas assignment. C. REVISED SUMMARY COMPENSATION TABLE One of the biggest changes contemplated under the new Proposals is a major reorganization of the Summary Compensation Table. The Proposals would: eliminate the current division between annual and long-term compensation; add a column for the disclosure of each named executive officer s total compensation ; for all equity grants made during the year, require disclosure of the fair value of the grant as determined under Financial Accounting Standards Board Statement No. 123 (revised 2004), Share-Based Payment (FAS 123R); McGuireWoods, LLP

8 require that the Summary Compensation Table be supplemented by two new tables for the disclosure of specific terms relating to equity awards and performance-based awards; require that all material information regarding these three tables be further disclosed and explained in a narrative section that would accompany each of the tables; and retain the current requirement that disclosure be provided for each of the company s last three fiscal years. 1. The New Table and its Requirements This is what the revised Summary Compensation Table would look like under the Proposals: SUMMARY COMPENSATION TABLE Name and Principal Position Year Total Salary Bonus Stock Awards Option Awards Non-Stock Incentive Plan Compensation All Other Compensation (a) (b) (c) (d) (e) (f) (g) (h) (i) PEO PFO A B C Total Compensation Column Column (c) in the revised Summary Compensation Table would be used for disclosure of the named executive officers total compensation for each of the company s last three fiscal years. The total compensation figure would be the sum of the figures appearing in columns (d) through (i) of the table. Unlike the current Summary Compensation Table, which provides for disclosure of certain amounts in terms of the number of underlying securities, the total compensation figure (like all figures in the revised Summary Compensation Table) would be disclosed as a dollar amount. The SEC proposal clearly requires that all compensation of the named executive officers be disclosed (except, as discussed below, for perquisites with an aggregate value of less than $10,000), even if the same compensation is disclosed pursuant to another item (such as Item 404 regarding related party McGuireWoods, LLP

9 transactions) or in another table (such as the Nonqualified Defined Contribution and Other Deferred Compensation table, discussed below). The SEC, recognizing that this could result in double-counting of compensation in certain cases, contemplates that companies would use footnotes and the narrative disclosure sections to identify and explain any duplicate reporting of compensation. Salary and Bonus Columns Columns (d) and (e) in the revised Summary Compensation Table would be used for disclosure of the named executive officers salary and bonus for each of the last three fiscal years. The Proposals would generally retain the current disclosure of salary and bonus in its existing form, with two important changes. First, the Proposals would require that the amount of any salary, bonus or any other compensation that has been earned, but the receipt of which has been deferred until a future year, be reported in the appropriate column in the Summary Compensation Table and also disclosed in a separate footnote to the table. Unlike current Item 402, under which deferred amounts are only reported in separate footnotes when the named executive officer elects to defer the amounts, the Proposals would require separate footnote treatment for all deferred amounts, even if the deferral was not made at the election of the named executive officer. The Proposals contemplate that the amount disclosed in such a footnote would also generally be reflected as a contribution in the separate Nonqualified Defined Contribution and Other Deferred Compensation Plan Table (explained below). Corresponding footnotes to the Nonqualified Defined Contribution and Other Deferred Compensation Plan Table would identify the portions of the contributions and earnings entries that have been reported as compensation in the same-year Summary Compensation Table, as well as the portions of the aggregate balance entries that have been reported as compensation in prior-year Summary Compensation Tables. Observation: One item not included in the revised Summary Compensation Table is earnings on prior contributions to qualified defined contribution plans (such as 401(k) plans) while earnings on nonqualified deferred compensation are included. This difference probably reflects that there is no additional company cost related to earnings on a qualified defined contribution plan. Second, where the amount of salary or bonus cannot be determined as of the latest practicable date prior to the issuance of the Summary Compensation Table, the SEC proposal would require that this be disclosed in a footnote to the table, along with the expected date on which such salary or bonus would be determined. Once the amount of the salary or bonus has been determined or paid, the SEC proposal would require the company to file a Form 8-K which would disclose the salary or bonus amount along with a new total compensation figure including such amount. (In contrast, under the current rules, disclosure of McGuireWoods, LLP

10 salary or bonus amounts that cannot be calculated as of the latest practicable date is typically delayed until the next Form 10-K or proxy statement is filed.) Stock Awards Column Column (f) of the revised table would require disclosure of the aggregate value of all stock-based awards that derive value based on the issuer s equity securities or that provide for settlement in the form of the issuer s equity securities. These awards include restricted stock, restricted stock units, phantom stock and phantom stock units, common stock equivalent units and other equity awards granted during the fiscal year that do not have option-like features (referred to hereafter as non-option awards ). Both performance-based awards and awards that are not performance-based would be reported in this column. The value to be reported for such non-option awards is determined based on their fair value on the date they were granted. Fair value must be computed in accordance with the valuation standards of FAS 123R. The reported value must also include the amount of any earnings on the awards, such as actual dividends or dividend equivalents, whether paid during the year or payable in a future year. Such dividends and other earnings must be separately quantified in a footnote. A footnote would also be required to explain the assumptions used in determining fair value under FAS 123R. This could be accomplished by reference to the issuer s financial statements or the footnotes to those statements, or by references to the discussion of those assumptions in the MD&A disclosure in the issuer s annual report. Observation: The Proposals would require reporting of the full fair value of an award (measured as of its grant date), even though FAS 123R may allow that value to be ratably expensed over a specified period. The SEC has acknowledged that this approach creates a difference between when value is reported on financial statements and Item 402 disclosure, but has taken the position that full value reporting in the year of grant is more consistent with the purposes of executive compensation disclosure. This point is debatable and the SEC is likely to receive comments arguing that value should instead be reported in a manner consistent with expense recognition for financial accounting purposes. In addition, the SEC has invited comments on whether certain adjustments should be made to the FAS 123R valuation standards in determining value for purposes of this table. Option Awards Column Column (g) would report the aggregate fair value of stock options, stock appreciation rights (SARs) and similar option-like awards granted during the last fiscal year. Value is determined based on grant date fair value in accordance with the FAS 123R valuation standards, similar to non-option equity awards McGuireWoods, LLP

11 reported in column (f). The FAS 123R valuation standards would apply even if the award is settled in cash so long as the amount of the cash payment is tied to the performance of the issuer s stock. The value of all earnings on such awards, such as dividend equivalents, must be included in the reported value. If options or SARs were repriced or were materially modified during the year, the fair value of those awards as of the date of such repricing or modification also must be reported. Observation: The requirement that the full value of the repriced or modified option be reported in the table is another example of how the Proposals would often require reporting of a larger amount than would be required for financial accounting purposes. FAS 123R, by contrast, requires recognition of only the incremental additional cost of the modified award. Non-Stock Incentive Plan Compensation Column Column (h) of the revised Summary Compensation Table would be used for disclosure of the named executive officers non-stock incentive plan awards. This column is similar to the LTIP payouts column in the current table, but would include annual and short-term awards (other than those included in the Bonus column) as well as long-term awards. A non-stock incentive plan award is generally an award where the relevant performance measure under the incentive plan is not based on the price of the company s equity securities or the award may not be settled by issuance of the company s equity securities. This would include, for instance, cash bonuses based on individual performance factors. An incentive plan is generally any plan that provides for compensation intended to serve as an incentive for performance to occur over a specified performance period (without any distinction between long term incentive plans and incentive plans with performance periods lasting a year or less). Unlike proposed columns (f) and (g) which would require disclosure of equity awards and option awards based on the grant-date fair value of such awards, disclosure of non-stock incentive plan awards in column (h) would be required to be made in the year in which the non-stock incentive plan award is earned (whether or not payment is actually made in such year). However, the SEC proposal would also require the material terms of all non-stock incentive plan awards to be disclosed in the year of grant in the separate Grants of Performance-Based Awards Table, discussed below. McGuireWoods, LLP

12 Observation: The Proposals do not make any specific recommendation regarding footnotes to column (h) of the revised Summary Compensation Table that would serve to identify and explain any non-stock incentive plan awards, the projected future value of which had already been disclosed in prior-year Grants of Performance-Based Awards Tables. Nevertheless, we would recommend that companies consider adding such footnotes to their revised Summary Compensation Tables, in order to avoid potential doublecounting of non-stock incentive plan awards when earned. If non-stock incentive plan awards are earned and disclosed in one year, but actually paid in a subsequent year, then the amount of the payment in the subsequent year would not need to be disclosed anywhere in the revised Summary Compensation Table for the year of payment. Earnings (if any) on outstanding non-stock incentive plan awards would also be required to be disclosed under column (h). All Other Compensation Column The final column (i) in the revised Summary Compensation Table would be used to disclose any other compensation not required to be disclosed in any other column. The Proposals expressly state that the disclosure of all compensation would be required, the only exception being perquisites with an aggregate value of less than $10,000. Thus, column (i) would serve as a catch-all for any amounts of compensation not properly reportable in the other columns on the table. The SEC has purposefully designed this column to be broad in scope, to prevent the omission of amounts of compensation that technically might fall outside the categories covered elsewhere in the table. Although this has been required under the current summary compensation table, the SEC implies in the Proposals that current practices may not have been as comprehensive as the SEC intends. In addition, under the SEC proposal, any single item of compensation disclosed in column (i) with a value in excess of $10,000 would need to be separately identified by type and quantified in a footnote (except for perks which have a special rule). Example: In 2006, if an NEO received earnings on deferred compensation of $8,000, an increase in actuarial value of his defined benefit pension plan of $11,000, a company-provided country club membership worth $7,000 and no other perks, then the company would report $19,000 in column (i) for this officer, with a footnote that separately disclosed that $11,000 of this amount was due to an actuarial increase in the officer s defined benefit pension plan. (The $7,000 country club membership does not need to be disclosed, since it is a perquisite McGuireWoods, LLP

13 and the aggregate value of all perquisites to this officer was less than $10,000 (see below). The Proposals discuss two specific items that would be disclosed in column (i) that differ from the current instructions: earnings on deferred compensation and increase in pension value. The Proposals would require all earnings on amounts deferred under nonqualified defined contribution and other deferred compensation plans (defined benefit deferred compensation plans are discussed below) to be disclosed in column (i). Under current Item 402, only earnings that are above-market or preferential are required to be disclosed. The SEC proposal broadens this to include all earnings, whether or not above-market or preferential, but would permit companies to identify in a footnote the portion of any earnings it determined to be above-market or preferential, provided it explained the criteria that led to this determination. Observation: Earnings on nonqualified defined contribution and other deferred compensation plans would also be required to be disclosed in the Nonqualified Defined Contribution and Other Deferred Compensation Plan Table, discussed below. To avoid potential double counting of these amounts, we would recommend adding a footnote to column (i) that would identify any earnings amounts that were also being separately reported under the Nonqualified Defined Contribution and Other Deferred Compensation Plan Table. The Proposals also would require that the aggregate increase of the actuarial value of a named executive officer s defined benefit plans be disclosed in column (i). This would include the increase of the actuarial value in both qualified and nonqualified defined benefit plans, commonly known as SERPs. This would represent a change from current Item 402, which does not require disclosure of the increase in value of defined benefit plans. Material information about the qualified and nonqualified defined benefit plans in which a named executive officer participates would also be required to be disclosed in a separate Retirement Plan Potential Annual Payments and Benefits Table, discussed below. In addition, the Proposals list a number of other items that would need to be disclosed in column (i), including: Amounts paid or accrued during the year in connection with any termination of employment or a change in control (post-employment compensation that is payable in the future is disclosed separately, as discussed in Section IV(c) below); Company contributions to defined contribution plans (such as matching contributions to a company 401(k) plan); McGuireWoods, LLP

14 The dollar value of any insurance premiums paid by the company with respect to life insurance for the benefit of a named executive officer (the current requirement to disclose the value of remaining premiums on term life insurance in which the named executive has an interest in the cash surrender value would be eliminated); Tax gross-ups; and The compensation cost associated with company securities purchased at a discount. Perks The SEC has been increasingly focused on the current disclosure of perquisites and other personal benefits ( perks ) for several years. An example is the SEC s 2005 enforcement action involving Tysons Foods. The treatment of perks in the Proposals makes it clear that the SEC is looking for substantially expanded disclosures of perks. In the preamble, the SEC notes the importance of this subject to many investors. There are two significant aspects to the treatment of perks in the Proposals. One is a substantial reduction in the thresholds for disclosure. The other is the SEC s interpretative advice about perks. To determine when disclosure is required, there are three important points: Perks would be included in the total dollar figure in the All Other Compensation column (column (i) of the revised Summary Compensation Table) if the perks have a total value of $10,000 or more (down from a threshold of the lesser of $50,000 or 10% of annual salary and bonus). If the $10,000 threshold is met, all perks would have to be identified by type in a footnote. In the footnote, the amount of the perk would have to be shown if the perk was valued at the greater of $25,000 or ten percent of the total perks (currently required only if the perk is 25% of total perks). The identification of a perk generally would have more specificity involved than is common practice today. For example, a travel and entertainment category in a footnote could not cover different company-financed benefits, such as theater tickets and personal travel expenses. The other clear consequence of the new rules would be an expansive reach for what constitutes a perk. The SEC does not provide a definition of a perk but provides interpretative advice that offers two guiding principles to identify whether a benefit is a perk : A benefit is not a perk if it is integrally and directly related to the performance of the executive s duties, such as an office, secretarial support, or a reserved parking space. McGuireWoods, LLP

15 Otherwise, a benefit is a perk if it confers a direct or indirect benefit that has a personal aspect, without regard to whether it may be provided for some business reason or for the convenience of the company, unless it is generally available on a non-discriminatory basis to all employees. The SEC lists a number of benefits that it considers to be perks, including club memberships not used exclusively for business, personal travel using company vehicles, relocation assistance, security provided during personal travel, commuting expenses, and discounts on the company s products or services not generally available to employees on a non-discriminatory basis. In particular, the SEC notes that a company requirement for security purposes that an executive use company aircraft for personal travel does not affect the treatment of that travel as a perk. The list of benefits that are clearly not perks to the SEC is much smaller, including travel to business meetings, business entertainment, and security during business travel. The Proposals would not change the current method of valuing perks. The value would be the aggregate incremental cost to the company. Federal income tax treatment would not control either the treatment of a benefit as a perk or the amount of the perk for disclosure purposes. Observation: The valuation of certain perks has drawn much attention in recent years. For example, company practices vary widely in valuing personal use of corporate aircraft under the aggregate incremental cost method. Comments on the Release may request that the SEC suggest valuation standards that would be required for this purpose. Transition Rule The Summary Compensation Table would continue to provide information on a rolling three-year period: the last completed fiscal year and the two prior years. However, there would be a three-year transition for the new table format. In 2007, only one year of compensation would be reported in the table. A company would not be required to restate any prior year compensation disclosure to comply with the new requirements. Observation: While a company could voluntarily include the prior two years on the 2007 disclosure, the company would want to ensure that the disclosure for the prior years meets all of the new requirements. 2. Narrative Disclosure The Proposals would require companies to provide additional narrative disclosure of any material factors necessary to an understanding of the information disclosed in the Summary Compensation Table. The Proposals McGuireWoods, LLP

16 mention several types of material factors that might be suitable for the narrative disclosure section: the terms of a named executive officers employment agreements, if such terms would be required for an understanding of items disclosed in the table (the SEC specifically states that the mere filing of employment agreements may be insufficient to meet this requirement); a description of any repricings or other material modifications (such as extensions of exercise periods, changes in vesting or forfeiture conditions, changes to applicable performance criteria, etc.) to any outstanding options or other stock-based awards that occurred during the year; any assumptions material for determining the increase in actuarial value of a defined benefit plan or the earnings under a nonqualified defined contribution plan. Narrative disclosure would also be required in respect to the Grants of Performance-Based Awards Table and the Grants of All Other Equity Awards Table. These narrative disclosure requirements are described below with respect to each of these tables. 3. The Supplemental Annual Compensation Tables The new Summary Compensation Table would be accompanied by two additional tables, referred to in the Proposals as supplemental tables. The first table would provide additional information concerning the equity and non-equity awards that are performance-based and for aggregate values have been reported in columns (f), (g) and (h) of the Summary Compensation Table. The second supplemental table would describe all equity awards that are not performance-based. The SEC considered it necessary to include these tables because the revised Summary Compensation Table only includes the value of awards and not other key features, such as the number of shares underlying those awards. The supplemental tables would be required to have accompanying footnote and narrative disclosure, as discussed below. The Grants of Performance-Based Awards Table would include information on all performance-based awards that could be payable in the future. The awards covered would include incentive plan awards not payable in stock, stock-based incentive plan awards and awards of options, restricted stock and other equity where payment would be performance-based. McGuireWoods, LLP

17 GRANTS OF PERFORMANCE-BASED AWARDS Name Performance Based Stock and Stockbased Incentive Plans: number of shares, units or other rights (#) Performance Based Options: number of securities underlying Options (#) Non-Stock Incentive Plan Awards: number of units or other rights (#) Dollar amount of consideration paid for award, if any Grant Date for Stock or Option Awards Performance or other period until vesting or payout and Option Expiration Date Estimated future payouts Threshold or (#) Target or (#) Maximum or (#) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) PEO PFO A B C The table is similar in format to the current LTIP table, but requires a much broader array of information. The SEC has again turned to FAS 123R to define performance-based awards as awards subject to either a performance condition or a market condition. In general, a performance condition is a target defined by the employer s own operations or activity (such as an internal rate of return). A market condition is based on the issuer s share price, including comparison to an index. The performance condition or market condition can affect any element of the award, including vesting, exercise price or amount payable. The table would cover only the named executive officers. Each separate grant to a named executive officer would be shown on a separate line. There would be up to nine columns of substantive information as shown above: (b) Number of shares or units of performance-based stock or equity rights other than options. (c) Number of performance-based options and SARs. (d) Number of units or dollars granted under any nonstock plan. (e) Dollar amount, if any, paid by the named executive officer for the award. (f) Grant date for stock or option. (g) Performance or other time period until payout and the option/sar expiration date. (h)-(j) Dollar value of the estimated future payout or estimated number of shares. This may be presented as threshold, target and maximum amounts. The narrative disclosure following the table would provide significant information about each award. In addition to a general description of the formula or criteria to be applied in determining the amounts payable, the disclosure may need to cover such information as: the plan under which the award is made; McGuireWoods, LLP

18 any vesting schedule, whether dividends would be paid and information on the dividend rate, and a description of the performance-based conditions and any other material conditions applicable to the award (but no confidential information), Repriced or materially modified options that are performance-based would be disclosed under this table as a new grant. The entire value would be shown, without any reduction for previously disclosed value of the old option. Special rules for tandem performance nonperformance grants would require reporting of each element only once. The Grants of All Other Equity Awards Table would contain information concerning equity awards that are not disclosed in the Grants of Performance- Based Awards table because they are not performance-based or subject to a market condition (as those terms are defined for purposes of FAS 123R). As a result, the table would describe key aspects of stock options, SARs, restricted stock and restricted stock units, phantom stock and other equity awards granted during the past fiscal year that do not have any performance conditions attached to them. GRANTS OF ALL OTHER EQUITY AWARDS Name Number of Securities Underlying Options Granted (#) Exercise or Base Price ($/SH) Expiration Date Number of Shares of Stock or Units Granted (#) Vesting Date Grant Date (a) PEO PFO A B C (b) (c) (d) (e) (f) (g) Separate lines are required to report information for each award that was made during the year to a named executive officer. However, option grants can be aggregated onto a single line so long as they all have the same exercise price and expiration date. In a departure from the formalistic requirements of the current rules, the new rules would require that the table be modified to add an additional column after column (c) if the exercise price of an award is less than the fair market value of the underlying security on the date of grant. In such a circumstance, the value of the underlying security on the grant date would need to be reported in the new column. McGuireWoods, LLP

19 Observation: Discounted stock options are generally unattractive due to adverse federal income tax and financial accounting treatment. Consequently, it is not expected that many issuers would need to modify the table to reflect how the exercise price differed from the fair market value of the stock at the time of grant with one possible exception. In the instructions, the fair market value for this purpose would be the closing market price on the date of grant. If any other price were used for an option (such as an average or the closing on the date prior to grant), disclosure of a discount might be triggered. As noted above, additional footnote and narrative disclosure would be required to accompany the table. First, the other material terms of each award would need to be described in a footnote for each award. This includes a description of when an option is first exercisable, whether there are any tandem awards (and if so, the value of the award and the number of securities under the tandem award), reload features, tax-reimbursement provisions and provisions which would accelerate or waive exercisability conditions (such as in the event of a change in control). Second, any provision which could cause the exercise price of an option to be lowered (other than under a general anti-dilution provision) would be required to be described in either a footnote or related narrative disclosure. Finally, narrative disclosure would be required to describe how any option, SAR or other equity-based award was repriced or materially modified. Examples of material modifications that could trigger such disclosure include extension of exercise periods, changes to vesting conditions and changes in how dividends or dividend equivalents are treated under the award. Certain types of repricings do not require disclosure. These include (1) repricings that occur through a preexisting formula or plan provision that results in periodic adjustment of the exercise price of an option or SAR, (2) a general anti-dilution provision in the award or in the plan under which it was granted or (3) changes to the award as a result of a recapitalization or similar transaction that affects all holders of that class of securities. D. NEW EQUITY COMPENSATION TABLES In an expansion of the existing disclosure requirements, the Proposals would require disclosure of the all of the equity compensation awards held by a named executive officer at the end of the fiscal year and the amount of benefits that had been realized under such awards during the year. These two new tables replace the Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values table under the current rules, and expand upon the types of information currently contained in that table. The Outstanding Equity Awards at Fiscal Year End Table would require disclosure of each named executive officer s equity awards as of the end of the fiscal year. It would include both awards that are subject to performance conditions and non-performance-based awards. The new table would look as follows: McGuireWoods, LLP

20 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END Name Number of securities underlying unexercised Options (#) Exercisable/ Unexercisable In-the-money amount of unexercised Options Exercisable/ Unexercisable Number of shares or units of Stock held that have not vested (#) Market value of nonvested shares or units of Stock held that have not vested Incentive Plans: Number of nonvested shares, units or other rights held (#) Incentive Plans: Market or payout value of nonvested shares, units or other rights held (a) PEO PFO A B C (b) (c) (d) (e) (f) (g) As with the Summary Compensation Table and supplemental tables described above, specific footnote disclosure would be required for this table. First, a footnote would need to explain the expiration dates of options, SARs and similar option-like awards, separately identifying those awards that are exercisable and those awards that are not yet exercisable. If an expiration date occurs after the fiscal year to which the disclosure relates but before the disclosure is made, the footnote would need to state whether the option had been exercised or expired. This reflects the SEC s desire to make the proxy disclosure more current. Footnote disclosure would also be required for columns (e), (f) and (g) to report the vesting dates for non-option awards (such as restricted stock) and for awards under incentive plans. Vesting would need to be separately identified by award. The Option Exercises and Stock Vested Table would require disclosure for each NEO of the options and SARs that were exercised during the year, as well as other types of equity awards that vested during the year, such as restricted stock and restricted stock units. A separate options line and stock line in the table distinguishes between these types of awards. The new table would look as follows: McGuireWoods, LLP

21 OPTION EXERCISES AND STOCK VESTED Name of Executive Officer Number of Shares Acquired on Exercise or Vesting (#) Value Realized Upon Exercise or Vesting Grant Date Fair Value Previously Reported in Summary Compensation Table (a) (b) (c) (d) PEO - Options Stock PFO - Options Stock A - Options Stock B - Options Stock C - Options Stock The value reported in column (c) for the shares received upon exercise or which vested during the year is based on the market value of those shares at the time of exercise or vesting, as applicable. If any other consideration is paid at the time of exercise or vesting (such as a tax reimbursement payment), that amount is not reported in this table but must instead be included in the All Other Compensation (column (i)) of the Summary Compensation Table). The last column of the table helps compare the FAS 123R fair value of the award which was previously reported in the Summary Compensation Table to the market value of the shares realized by the named executive officer under the award. E. TABLES FOR POST-EMPLOYMENT COMPENSATION The Proposals include significant revisions to the manner in which postemployment compensation is currently disclosed. Under the Proposals, the current pension plan table and narrative disclosure would be replaced by a new Retirement Plan Potential Annual Payments and Benefits Table. A second new table, the Nonqualified Defined Contribution and Other Deferred Compensation Plans Table, would also be added. Finally, the proposal would also require narrative and quantitative disclosure about arrangements under which named executive officers could receive payments upon termination of employment or a change in control. McGuireWoods, LLP

22 The Retirement Plan Potential Annual Payments and Benefits Table would replace the current disclosure under Item 402, which consists of a general table showing estimated benefits payable upon retirement at set compensation levels and years of service. The new table would disclose estimated annual retirement payments for each named executive officer for each defined benefit or actuarial plan (both qualified and nonqualified) in which the officer participates, followed by narrative disclosure. RETIREMENT PLAN POTENTIAL ANNUAL PAYMENTS AND BENEFITS Name Plan Name Number of years credited service (#) Normal retirement age (#) Estimated normal retirement annual benefit Early retirement age (#) Estimated early retirement annual benefit (a) PEO PFO A B C (b) (c) (d) (e) (f) (g) The estimated annual benefit at normal retirement (and, if applicable, early retirement) would be based on the named executive officer s current election as to the form of benefit payment (such as a type of annuity or a lump sum) and current salary, carried forward to the officer s early or normal retirement date. Each separate plan would be reported on a separate line. Early and normal retirement ages would be as defined in the relevant plan. If years of service credited under the plan differed from the officer s actual years of service with the company, the difference would be required to be noted and any additional benefit resulting from any additional credited years of service would be required to be quantified in a footnote to the table. The table would be required to be supplemented by additional narrative disclosure, in which material factors necessary to an understanding of each plan would need to be described. The SEC indicated that these material factors might include, for instance: All material terms and conditions of each disclosed plan, including benefit formulas, eligibility standards, and early retirement provisions; If a lump sum option is available, the amount of the lump sum that would have been payable to the named executive officers as of the end of the last fiscal year, including the valuation method and any material assumptions used to calculate the lump sum; McGuireWoods, LLP

SEC Proposes Major Overhaul of Executive Compensation Disclosure -- What You Need to Know This Year --

SEC Proposes Major Overhaul of Executive Compensation Disclosure -- What You Need to Know This Year -- 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com SEC Proposes Major Overhaul of Executive Compensation Disclosure -- What You Need to Know This Year -- February

More information

FINAL EXECUTIVE AND DIRECTOR COMPENSATION DISCLOSURE RULES

FINAL EXECUTIVE AND DIRECTOR COMPENSATION DISCLOSURE RULES CLIENT MEMORANDUM FINAL EXECUTIVE AND DIRECTOR COMPENSATION DISCLOSURE RULES The Securities and Exchange Commission (the SEC ) has now published final rules in time for the 2007 proxy season for disclosure

More information

Form F6 Statement of Executive Compensation. Table of Contents

Form F6 Statement of Executive Compensation. Table of Contents This document is an unofficial consolidation of all amendments to Form 51-102F6 Statement of Executive Compensation. effective June 30, 2015. This document is for reference purposes only. The unofficial

More information

APPENDIX C PROPOSED FORM F6 STATEMENT OF EXECUTIVE COMPENSATION

APPENDIX C PROPOSED FORM F6 STATEMENT OF EXECUTIVE COMPENSATION Table of Contents Item 1 General Provisions 1.1 Objective 1.2 Format 1.3 Definitions 1.4 Preparing the form APPENDIX C PROPOSED FORM 51-102F6 STATEMENT OF EXECUTIVE COMPENSATION Item 2 Compensation Discussion

More information

Understanding the New Executive Compensation Rules

Understanding the New Executive Compensation Rules Understanding the New Executive Compensation Rules Thursday, September 14, 2006 Edward S. Best Marc H. Folladori Michael L. Hermsen Wayne R. Luepker Laura D. Richman David A. Schuette Mayer, Brown, Rowe

More information

UPDATE: SEC PUBLISHES FINAL EXECUTIVE COMPENSATION DISCLOSURE RULES

UPDATE: SEC PUBLISHES FINAL EXECUTIVE COMPENSATION DISCLOSURE RULES UPDATE: SEC PUBLISHES FINAL EXECUTIVE COMPENSATION DISCLOSURE RULES As reported in an earlier Client Alert 1, on July 26, 2006, the Securities and Exchange Commission adopted significant amendments to

More information

The company must disclose possible compensation triggered by termination, a change in control, or sale of the company.

The company must disclose possible compensation triggered by termination, a change in control, or sale of the company. SEC s New Proxy Statement Rules Quarter 1, 2006 On January 27 th, 2006 the U.S. Securities and Exchange Commission issued 370 pages of proposed rules that would make significant changes to the executive

More information

Frederic W. Cook & Co., Inc. PLANNING FOR THE NEW PROXY DISCLOSURE RULES - PRACTICAL GUIDANCE -

Frederic W. Cook & Co., Inc. PLANNING FOR THE NEW PROXY DISCLOSURE RULES - PRACTICAL GUIDANCE - Frederic W. Cook & Co., Inc. New York Chicago Los Angeles San Francisco September 14, 2006 PLANNING FOR THE NEW PROXY DISCLOSURE RULES - PRACTICAL GUIDANCE - On August 11, the Securities and Exchange Commission

More information

AMERICAN BAR ASSOCIATION. Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits. Questions and Answers.

AMERICAN BAR ASSOCIATION. Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits. Questions and Answers. AMERICAN BAR ASSOCIATION Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits Questions and Answers May 8, 2007 The following questions and answers are based on informal

More information

Client Memorandum. The SEC s New Executive Compensation Rules: Highlights of the New Rules. Corporate and Securities August 2006.

Client Memorandum. The SEC s New Executive Compensation Rules: Highlights of the New Rules. Corporate and Securities August 2006. lient Memorandum orporate and Securities ugust 2006 The SE s New Executive ompensation Rules: Highlights of the New Rules ackground On ugust 11, 2006, the Securities and Exchange ommission ( SE ) adopted

More information

SEC Adopts Major Overhaul of Executive Compensation Disclosure

SEC Adopts Major Overhaul of Executive Compensation Disclosure 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com SEC Adopts Major Overhaul of Executive Compensation Disclosure August 2006 Introduction At an open meeting on

More information

The New Proxy Disclosure Tables: What Goes Where? Updated

The New Proxy Disclosure Tables: What Goes Where? Updated Reproduced with permission from Benefits Practice Center, Executive Compensation Library, Journal Reports: Law & Policy, http://www.bna.com/products/eb/bpcw.htm (Feb. 2007). Copyright 2007 by The Bureau

More information

THE SECURITIES AND EXCHANGE COMMISSION S 2006 EXECUTIVE COMPENSATION RULES

THE SECURITIES AND EXCHANGE COMMISSION S 2006 EXECUTIVE COMPENSATION RULES THE SECURITIES AND EXCHANGE COMMISSION S 2006 EXECUTIVE COMPENSATION RULES PREPARING THE EXECUTIVE COMPENSATION TABLES: REQUIRED DISCLOSURE BY TYPE OF COMPENSATION September 2006 By W. Alan Kailer This

More information

SEC Adopts Executive Compensation and Related-Party Disclosure Reforms. A CCH Analysis by James Hamilton, J.D., L.L.M.

SEC Adopts Executive Compensation and Related-Party Disclosure Reforms. A CCH Analysis by James Hamilton, J.D., L.L.M. SEC Adopts Executive Compensation and Related-Party Disclosure Reforms A CCH Analysis by James Hamilton, J.D., L.L.M. Updated 8-02-2006 2 Introduction The U.S. Securities and Exchange Commission has adopted

More information

Association of Corporate Counsel

Association of Corporate Counsel Hot SOX: Executive Compensation and Other Sarbanes-Oxley Developments March 14, 2006 Association of Corporate Counsel www.acca.com Page 2 Panel Holland & Knight LLP Jane K. P. Tam, Partner Mark J. Tarallo,

More information

AMERICAN BAR ASSOCIATION. Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits. Questions and Answers.

AMERICAN BAR ASSOCIATION. Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits. Questions and Answers. AMERICAN BAR ASSOCIATION Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits Questions and Answers May 6, 2003 The following questions and answers are based on informal

More information

Materials. Please note that the URL is case-sensitive!

Materials. Please note that the URL is case-sensitive! Tackle Your Proxy with Moxie: Updates & Pointers for Your 2010 Proxy Disclosures on Executive Pay Mark Borges, Principal Compensia, Inc. Jennifer Namazi, CEP, Director Stock & Option Solutions, Inc. Materials

More information

Comp Talks. Practical Implementation Tips for Dodd Frank Act Pay Ratio Disclosure, Pay Versus Performance Disclosure and Clawback Policies

Comp Talks. Practical Implementation Tips for Dodd Frank Act Pay Ratio Disclosure, Pay Versus Performance Disclosure and Clawback Policies Comp Talks Practical Implementation Tips for Dodd Frank Act Pay Ratio Disclosure, Pay Versus Performance Disclosure and Clawback Policies Barbara Mirza, Cooley Nathan O Connor, Equity Methods Moderated

More information

SILVER, FREEDMAN & TAFF, L.L.P. A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

SILVER, FREEDMAN & TAFF, L.L.P. A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS LAW OFFICES SILVER, FREEDMAN & TAFF, L.L.P. A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 3299 K STREET, N.W., SUITE 100 WASHINGTON, D.C. 20007 PHONE: (202) 295-4500 FAX: (202) 337-5502

More information

Market Price of and Dividends on the Registrant s Common Equity and Related Shareholder Matters

Market Price of and Dividends on the Registrant s Common Equity and Related Shareholder Matters Updates to Item 201 and Other Items of Regulation S-K Market Price of and Dividends on the Registrant s Common Equity and Related Shareholder Matters March 13, 2007 These interpretations replace the Item

More information

Executive Compensation and Employee Benefits Group Client Alert: New SEC Proposed Pay-Versus-Performance Rules

Executive Compensation and Employee Benefits Group Client Alert: New SEC Proposed Pay-Versus-Performance Rules May 7, 2015 CONTACTS: Joel I. Krasnow Partner +1-212-530-5681 jkrasnow@milbank.com Manan (Mike) Shah Partner +1-212-530-5501 mdshah@milbank.com Nicholas DeLuca Associate +1-212-530-5391 ndeluca@milbank.com

More information

JOURNAL OF PENSION PLANNING & COMPLIANCE

JOURNAL OF PENSION PLANNING & COMPLIANCE JOURNAL OF PENSION PLANNING & COMPLIANCE Editor-in-Chief: Bruce J. McNeil, Esq. VOLUME 41, NUMBER 1 SPRING 2015 EDITOR S NOTE...iii WHEN MAY AN AGENT ACT ON BEHALF OF AN ERISA PLAN PARTICIPANT OR BENEFICIARY?...1

More information

Client Alert January 3, 2007

Client Alert January 3, 2007 Client Alert January 3, 2007 SEC Adopts Changes to the New Executive Compensation Disclosure Rules Changes More Closely Align Proxy Reporting with Accounting Rules On December 22, the Securities and Exchange

More information

Dodd-Frank Update Overview of Remaining Open Items

Dodd-Frank Update Overview of Remaining Open Items Dodd-Frank Update Overview of Remaining Open Items Pay Ratio Companies required to disclose the ratio of the CEO pay to that of the median employee wherever summary compensation table data is disclosed,

More information

A Closer Look at the SEC s Proposed Pay Versus Performance Disclosure Rules

A Closer Look at the SEC s Proposed Pay Versus Performance Disclosure Rules May 14, 2015 Client Alert A Closer Look at the SEC s Proposed Pay Versus Performance Disclosure Rules EXEQUITY Independent Board and Management Advisors On April 29, 2015, the U.S. Securities and Exchange

More information

LIONS GATE ENTERTAINMENT CORP.

LIONS GATE ENTERTAINMENT CORP. LIONS GATE ENTERTAINMENT CORP. 250 Howe Street, 20 th Floor Vancouver, British Columbia V6C 3R8 2700 Colorado Avenue, Suite 200 Santa Monica, California 90404 SUPPLEMENT TO THE PROXY STATEMENT FOR THE

More information

SEC Adopts Say-on-Pay Rules

SEC Adopts Say-on-Pay Rules News Bulletin January 31, 2011 SEC Adopts Say-on-Pay Rules On January 25, 2011, the Securities and Exchange Commission (the SEC ) adopted rule changes to implement the provisions of the Dodd-Frank Wall

More information

Latham & Watkins Tax Department. SEC Proposes New Compensation Disclosure Rules

Latham & Watkins Tax Department. SEC Proposes New Compensation Disclosure Rules Number 499 January 31, 2006 Client Alert Latham & Watkins Tax Department SEC Proposes New Compensation Disclosure Rules What Companies Need to Know for the 2006 Proxy Season Although the Proposed Rules

More information

Executive Compensation Compensation Discussion and Analysis

Executive Compensation Compensation Discussion and Analysis Executive Compensation Compensation Discussion and Analysis This CDA describes the objectives and the role of the Compensation Committee and discusses the philosophy upon which the Compensation Committee

More information

Interim Final Rule on TARP Standards for Compensation and Corporate Governance

Interim Final Rule on TARP Standards for Compensation and Corporate Governance June 15, 2009 Effective Date June 26, 2009 Interim Final Rule on TARP Standards for Compensation and Corporate Governance New Compensation Restrictions Imposed Appointment of Special Master to Review and

More information

Summary Compensation Table

Summary Compensation Table April 8, 2013 To the Stockholders of Torchmark Corporation (the Company): We recently sent you proxy materials for the annual meeting of the stockholders of Torchmark Corporation, scheduled to be held

More information

EXEQUITY Independent Board and Management Advisors

EXEQUITY Independent Board and Management Advisors The Seven Deadly Sins of Proxy Disclosure WorldatWork Total Rewards Conference May 9, 2007 EXEQUITY Independent Board and Management Advisors Speakers Speakers and Publications Edward Hauder edward.hauder@exqty

More information

ASPPA s Quarterly Journal for Actuaries, Consultants, Administrators and Other Retirement Plan Professionals

ASPPA s Quarterly Journal for Actuaries, Consultants, Administrators and Other Retirement Plan Professionals SPRING 2009 :: VOL 39, NO 2 ASPPAJournal ASPPA s Quarterly Journal for Actuaries, Consultants, Administrators and Other Retirement Plan Professionals Taking Stock: An Introduction to Equity-based Compensation

More information

Preparation for 2006 Fiscal Year SEC Filings and 2007 Annual Shareholder Meetings

Preparation for 2006 Fiscal Year SEC Filings and 2007 Annual Shareholder Meetings When you need more Securities Advisory March 2007 One Financial Center Boston, Massachusetts 02111 USA 617 542 6000 617 542 2241 fax 701 Pennsylvania Avenue, N.W. Washington, D.C. 20004 USA 202 434 7300

More information

Public Sector Executive Compensation. Reporting Guidelines. Statement of Executive Compensation. Public Sector Employers Council Secretariat

Public Sector Executive Compensation. Reporting Guidelines. Statement of Executive Compensation. Public Sector Employers Council Secretariat Public Sector Employers Council Secretariat Public Sector Executive Compensation Reporting Guidelines February 2012 Statement of Executive Compensation Table of Contents Item 1 General Provisions Item

More information

IRS ISSUES PROPOSED REGULATIONS UNDER CODE SECTION 409A COVERING NEW DEFERRED COMPENSATION RULES

IRS ISSUES PROPOSED REGULATIONS UNDER CODE SECTION 409A COVERING NEW DEFERRED COMPENSATION RULES IRS ISSUES PROPOSED REGULATIONS UNDER CODE SECTION 409A COVERING NEW DEFERRED COMPENSATION RULES October 17, 2005 TABLE OF CONTENTS A. EFFECTIVE DATE; TRANSITION RULES...1 1. Effective Date of Regulations;

More information

Maximizing Deductions in Light of the Section 162(m) Guidance. September 6, 2018

Maximizing Deductions in Light of the Section 162(m) Guidance. September 6, 2018 Maximizing Deductions in Light of the Section 162(m) Guidance September 6, 2018 Today s Webinar Presenters Mike Melbinger Employee Benefits and Executive Compensation Chicago mmelbinger@winston.com Nyron

More information

Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan

Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933. Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan Prospectus

More information

New Executive Compensation Disclosure Rules

New Executive Compensation Disclosure Rules Brussels London New York San Francisco Washington Securities Client Advisory August 23, 2006 New Executive Compensation Disclosure Rules Summary The Securities and Exchange Commission has adopted sweeping

More information

ADDITIONAL COMPENSATION AND CORPORATE GOVERNANCE DISCLOSURE REQUIREMENTS FOR 2010 PROXY SEASON

ADDITIONAL COMPENSATION AND CORPORATE GOVERNANCE DISCLOSURE REQUIREMENTS FOR 2010 PROXY SEASON ADDITIONAL COMPENSATION AND CORPORATE GOVERNANCE DISCLOSURE REQUIREMENTS FOR 2010 PROXY SEASON July 17, 2009 Table of Contents Equity Awards...2 Current Rule...2 Proposed Rule...2 Elimination of Current

More information

IRS Finalizes Regulations Under Section 409A, Finally

IRS Finalizes Regulations Under Section 409A, Finally April 18, 2007 IRS Finalizes Regulations Under Section 409A, Finally On April 10 th, the IRS issued long-awaited final regulations under Code section 409A. The regulations primarily finalize rules contained

More information

In October 2004, the American Jobs Creation Act

In October 2004, the American Jobs Creation Act Long-Awaited Final Regulations Under Code Sec. 409A Are Issued As Transition Relief Nears an End * By David G. Johnson and Elizabeth Buchbinder ** Dave Johnson and Elizabeth Buchbinder discuss the new

More information

Final NYSE Rules Regarding Shareholder Approval of Equity Compensation Plans

Final NYSE Rules Regarding Shareholder Approval of Equity Compensation Plans Client Publication June 25, 2003 Final NYSE Rules Regarding Shareholder Approval of Equity Compensation Plans Over the course of the last several months, the New York Stock Exchange (the NYSE ) and the

More information

JDCLaw & Business JOURNAL OF DEFERRED COMPENSATION. Nonqualified Plans and Executive Compensation. Editor: Bruce J. McNeil, Esq.

JDCLaw & Business JOURNAL OF DEFERRED COMPENSATION. Nonqualified Plans and Executive Compensation. Editor: Bruce J. McNeil, Esq. JOURNAL OF DEFERRED COMPENSATION VOLUME 15, NUMBER 1 FALL 2009 Nonqualified Plans and Executive Compensation Editor: Bruce J. McNeil, Esq. JDCLaw & Business Above-Market Interest Rates in Nonqualified

More information

Treasury Issues TARP Guidance on Compensation and Corporate Governance

Treasury Issues TARP Guidance on Compensation and Corporate Governance Frederic W. Cook & Co., Inc. New York Chicago Los Angeles San Francisco Atlanta June 18, 2009 EXECUTIVE SUMMARY Treasury Issues TARP Guidance on Compensation and Corporate Governance On June 15, 2009,

More information

JCEB Questions for SEC 2011

JCEB Questions for SEC 2011 November 8, 2011 JCEB Questions for SEC 2011 Proxy Rules (including Executive Compensation Disclosure) 1. Disability Plans. Item 402(a)(6)(ii) of Regulation S-K provides that registrants may omit information

More information

WEST KIRKLAND MINING INC. (the Company ) STATEMENT OF EXECUTIVE COMPENSATION

WEST KIRKLAND MINING INC. (the Company ) STATEMENT OF EXECUTIVE COMPENSATION WEST KIRKLAND MINING INC. (the Company ) STATEMENT OF EXECUTIVE COMPENSATION Named Executive Officers (each an NEO ) means: (a) an individual who acted as chief executive officer of the Company, or acted

More information

SEC Proposes Say-on-Pay Rules

SEC Proposes Say-on-Pay Rules Securities Alert NOVEMBER 23 2010 SEC Proposes Say-on-Pay Rules Advisory Votes on Executive Compensation and Golden Parachute Compensation, and Frequency of the Executive Compensation Vote BY MEGAN N.

More information

I. Executive Summary. January 7, 2003

I. Executive Summary. January 7, 2003 Legal Alert: SEC Proposes Rules Requiring Additional MD&A Disclosure of Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and Commitments January 7, 2003 I. Executive Summary

More information

Corporate Governance Under the Dodd-Frank Wall Street Reform & Consumer Protection Act

Corporate Governance Under the Dodd-Frank Wall Street Reform & Consumer Protection Act Corporate Governance Under the Dodd-Frank Wall Street Reform & Consumer Protection Act John Brantley, Partner, Bracewell & Giuliani LLP October 22, 2010 The Law in Context Corporate governance has been

More information

SEC PROPOSES ENHANCED DISCLOSURE AND ISSUES INTERPRETIVE GUIDANCE REGARDING SHORT-TERM BORROWINGS

SEC PROPOSES ENHANCED DISCLOSURE AND ISSUES INTERPRETIVE GUIDANCE REGARDING SHORT-TERM BORROWINGS CLIENT MEMORANDUM SEC PROPOSES ENHANCED DISCLOSURE AND ISSUES INTERPRETIVE GUIDANCE REGARDING SHORT-TERM BORROWINGS The SEC recently proposed regulations that would impose new disclosure requirements regarding

More information

Shares of Common Stock offered under the Denny s Corporation 2004 Omnibus Incentive Plan

Shares of Common Stock offered under the Denny s Corporation 2004 Omnibus Incentive Plan PROSPECTUS DENNY S CORPORATION Shares of Common Stock offered under the Denny s Corporation 2004 Omnibus Incentive Plan This prospectus relates to shares of common stock of Denny s Corporation that may

More information

777 South Flagler Drive Phillips Point Suite 1500 West Tower West Palm Beach, Florida (561) April 23, 2010.

777 South Flagler Drive Phillips Point Suite 1500 West Tower West Palm Beach, Florida (561) April 23, 2010. Dear Stockholder: 777 South Flagler Drive Phillips Point Suite 1500 West Tower West Palm Beach, Florida 33401 (561) 515-1900 April 23, 2010 You are cordially invited to attend the 2010 Annual Meeting of

More information

Re: Proposed Repeal and Substitution of Form F6 Statement of Executive Compensation - Request for Comment

Re: Proposed Repeal and Substitution of Form F6 Statement of Executive Compensation - Request for Comment NEXEN INC. 801-7 Avenue SW Calgary AB Canada T2P 3P7 T 403 699.5339 F 403 699.5803 www.nexeninc.com Email eric_miller@nexeninc.com April 22, 2008 Via E-Mail British Columbia Securities Commission Alberta

More information

Executive Compensation, Employee Benefits and ERISA Alert

Executive Compensation, Employee Benefits and ERISA Alert Executive Compensation, Employee Benefits and ERISA Alert November 8, 2017 Tax Cuts and Jobs Act On November 2, 2017, the Committee on Ways and Means of the U.S. House of Representatives released its tax

More information

EITF Issue No

EITF Issue No Frederic W. Cook & Co., Inc. New York Chicago Los Angeles EITF Issue No. 00-23 Issues Related to the Accounting for Stock Compensation under APB Opinion No. 25 and FASB Interpretation No. 44 08/02/02 (Revised)

More information

Global Employer Rewards. Nonqualified Deferred Compensation: The Effect of Section 409A Now and in the Future

Global Employer Rewards. Nonqualified Deferred Compensation: The Effect of Section 409A Now and in the Future Global Employer Rewards Nonqualified Deferred Compensation: The Effect of Section 409A Now and in the Future 1 Contents Introduction...1 Section 409A: Overview...2 Nonqualified Deferred Compensation Plans:

More information

Bigger Is Smaller: SEC Amends Its Definition of Smaller Reporting Company, Making Related Disclosure Relief Available to More Companies

Bigger Is Smaller: SEC Amends Its Definition of Smaller Reporting Company, Making Related Disclosure Relief Available to More Companies Bigger Is Smaller: SEC Amends Its Definition of Smaller Reporting Company, Making Related Disclosure Relief Available to More Companies By: Jeffrey W. Acre On June 28, 2018, the Securities and Exchange

More information

MAXIM INTEGRATED PRODUCTS, INC.

MAXIM INTEGRATED PRODUCTS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period

More information

Compensation Practice

Compensation Practice FIRST WEST CREDIT UNION 2017 ANNUAL REPORT Compensation Practice Management s Discussion & Analysis Compensation Practice Employees of the credit union, including the executive group, receive base salaries,

More information

New Deferred Compensation Legislation Summary and Action Steps

New Deferred Compensation Legislation Summary and Action Steps October 29, 2004 New Deferred Compensation Legislation Summary and Action Steps The House and Senate recently approved far-reaching changes in the federal tax laws that apply to nonqualified deferred compensation

More information

Additional Disclosure Needed On Supplemental Retirement Plans. By Daniel J. Ryterband

Additional Disclosure Needed On Supplemental Retirement Plans. By Daniel J. Ryterband July 7, 1998 Additional Disclosure Needed On Supplemental Retirement Plans By Daniel J. Ryterband Following in the footsteps of rising equity compensation values, the next executive pay element to become

More information

JCEB Questions for SEC 2013 (May 7, 2013)

JCEB Questions for SEC 2013 (May 7, 2013) JCEB Questions for SEC 2013 (May 7, 2013) Proxy Rules (including Executive Compensation Disclosure) 1. Grant Date Reporting vs. Service Inception Date Reporting. On February 1, 2012, a registrant with

More information

NONQUALIFIED DEFERRED COMPENSATION & CODE 409A

NONQUALIFIED DEFERRED COMPENSATION & CODE 409A NONQUALIFIED DEFERRED COMPENSATION & CODE 409A I. REVIEW OF NQDC PRIOR TO CODE 409A A. Nonqualified Deferred Compensation ( NQDC ) Plan - a plan, agreement, or arrangement between an employer and an employee

More information

FORM F1 MANAGEMENT S DISCUSSION & ANALYSIS TABLE OF CONTENTS

FORM F1 MANAGEMENT S DISCUSSION & ANALYSIS TABLE OF CONTENTS Note: [30 Jun 2015] - The following is a consolidation of 51-102F1. It incorporates the amendments to this document that came into effect on December 29, 2006, December 31, 2007, December 15, 2008, January

More information

Equity Plan Data Verification

Equity Plan Data Verification Equity Plan Data Verification Frequently Asked Questions Updated April 9, 2018 New and materially updated questions are highlighted in yellow www.issgovernance.com 2018 ISS Institutional Shareholder Services

More information

SEC ADOPTS FINAL RULES UNDER THE SARBANES-OXLEY ACT: OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS FEBRUARY 14, 2003 EXECUTIVE SUMMARY

SEC ADOPTS FINAL RULES UNDER THE SARBANES-OXLEY ACT: OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS FEBRUARY 14, 2003 EXECUTIVE SUMMARY SEC ADOPTS FINAL RULES UNDER THE SARBANES-OXLEY ACT: OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS SIMPSON THACHER & BARTLETT LLP FEBRUARY 14, 2003 On January 28, 2003, the Securities and

More information

COMPENSATION & BENEFITS

COMPENSATION & BENEFITS COMPENSATION & BENEFITS JUNE 2001 A lert Summary of Retirement-Related Provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 The Economic Growth and Tax Relief Reconciliation Act

More information

Allied for Health Surveys Executive Compensation Survey 2018 Questions

Allied for Health Surveys Executive Compensation Survey 2018 Questions Executive - About This Location Executive2018Questions.docx page 1 Allied for Health Surveys Executive Compensation Survey 2018 Questions About This Location Please see the Glossary of Terms (on the Resources

More information

Executive Compensation and Benefits Practice Team October 14, 2004

Executive Compensation and Benefits Practice Team October 14, 2004 Client Alert Congress Approves Broad Changes to Nonqualified Deferred Compensation Arrangements Enactment Imminent Executive Compensation and Benefits Practice Team On October 11, 2004, Congress passed

More information

Executive Compensation and Governance-Related Reforms Propose Extensive Changes to Procedure and Disclosure

Executive Compensation and Governance-Related Reforms Propose Extensive Changes to Procedure and Disclosure Executive Compensation & Employee Benefits July 27, 2009 Executive Compensation and Governance-Related Reforms Propose Extensive Changes to Procedure and Disclosure While April may be the cruelest month,

More information

WYNDHAM WORLDWIDE CORPORATION 2006 EQUITY AND INCENTIVE PLAN (RESTATED AS OF FEBRUARY 27, 2014)

WYNDHAM WORLDWIDE CORPORATION 2006 EQUITY AND INCENTIVE PLAN (RESTATED AS OF FEBRUARY 27, 2014) WYNDHAM WORLDWIDE CORPORATION 2006 EQUITY AND INCENTIVE PLAN (RESTATED AS OF FEBRUARY 27, 2014) 1. Purpose; Types of Awards; Construction. The purposes of the Wyndham Worldwide Corporation 2006 Equity

More information

April 5, To our fellow stockholders:

April 5, To our fellow stockholders: April 5, 2017 To our fellow stockholders: Fiscal 2016 was a year of significant accomplishment for Primerica. Our Board of Directors continues to work to create stockholder value and achieve success through

More information

ACCOUNTING FOR STOCK COMPENSATION UNDER FASB ASC TOPIC 718

ACCOUNTING FOR STOCK COMPENSATION UNDER FASB ASC TOPIC 718 August 25, 2017 (Originally April 29, 2005) NEW YORK CHICAGO LOS ANGELES SAN FRANCISCO ATLANTA HOUSTON BOSTON ALERT ACCOUNTING FOR STOCK COMPENSATION UNDER FASB ASC TOPIC 718 Overview Financial Accounting

More information

LEGAL ALERT. April 13, 2007

LEGAL ALERT. April 13, 2007 LEGAL ALERT April 13, 2007 IRS Issues Final Section 409A Regulations On April 10, 2007, the Treasury Department and the Internal Revenue Service (the IRS) released the final regulations interpreting section

More information

Navigating the Proposed 409A Regulations-General Rules By Mary K. Samsa, Joyce L. Meyer, and Barbara A. Cronin

Navigating the Proposed 409A Regulations-General Rules By Mary K. Samsa, Joyce L. Meyer, and Barbara A. Cronin Client Memorandum HR Law: Employee Benefits October 2005 Navigating the Proposed 409A Regulations-General Rules By Mary K. Samsa, Joyce L. Meyer, and Barbara A. Cronin On September 29, 2005, the Department

More information

Corporate Officers & Directors Liability

Corporate Officers & Directors Liability LITIGATION REPORTER LITIGATION REPORTER Corporate Officers & Directors Liability COMMENTARY REPRINTED FROM VOLUME 22, ISSUE 6 / SEPTEMBER 18, 2006 The SEC s New Executive Compensation Disclosure Rules:

More information

NONQUALIFIED DEFERRED COMPENSATION: THE EFFECT OF THE NEW RULES NOW AND IN THE FUTURE

NONQUALIFIED DEFERRED COMPENSATION: THE EFFECT OF THE NEW RULES NOW AND IN THE FUTURE NONQUALIFIED DEFERRED COMPENSATION: THE EFFECT OF THE NEW RULES NOW AND IN THE FUTURE By Deloitte Tax LLP This special report was authored by Deborah Walker, partner (former deputy to the benefits tax

More information

Incentive Compensation for Financial Institutions: Reproposal and Its Impact on Regional Banks

Incentive Compensation for Financial Institutions: Reproposal and Its Impact on Regional Banks Incentive Compensation for Financial Institutions: Reproposal and Its Impact on Regional Banks May 25, 2016 Margaret E. Tahyar Kyoko Takahashi Lin Jean M. McLoughlin Davis Polk & Wardwell LLP 2016 Davis

More information

In summary, CEOs and CFOs of public companies are potentially subject to three separate certification requirements:

In summary, CEOs and CFOs of public companies are potentially subject to three separate certification requirements: Checklist for CEO/CFO Certifications by Large Companies and Sarbanes-Oxley Certifications August 9, 2002 On July 25 and July 30, 2002, the Staff of the Securities and Exchange Commission issued additional

More information

Basic Financial Statements and Management s Discussion and Analysis

Basic Financial Statements and Management s Discussion and Analysis Basic Financial Statements and Management s Discussion and Analysis Basic Financial Statements and Management s Discussion and Analysis 13. Questions and answers in this paragraph address issues related

More information

SECTION 409A: A NIGHTMARE OF COMPLEXITY

SECTION 409A: A NIGHTMARE OF COMPLEXITY JULY 25, 2007 VOLUME 3, NUMBER 6 SECTION 409A: A NIGHTMARE OF COMPLEXITY In this newsletter, we will first provide a relatively brief, high level outline of the Section 409A rules, after which we will

More information

Rethinking Long-Term Incentives and Ownership Guidelines

Rethinking Long-Term Incentives and Ownership Guidelines Rethinking Long-Term Incentives and Ownership Guidelines David Crawford Draft: March 23, 2015 Introduction Since the financial crises of 2008, there has been a lot of media and academic attention on mitigating

More information

SAN DIEGO GAS & ELECTRIC CO

SAN DIEGO GAS & ELECTRIC CO SAN DIEGO GAS & ELECTRIC CO FORM DEF 14C (Information Statement - All Other (definitive)) Filed 3/31/2005 For Period Ending 5/10/2005 Address 8326 CENTURY PARK COURT SAN DIEGO, California 92123 Telephone

More information

20 Queen Street West 800, Square Victoria RE: PROPOSED REPEAL AND SUBSTITUTION OF FORM F6 STATEMENT OF EXECUTIVE COMPENSATION

20 Queen Street West 800, Square Victoria RE: PROPOSED REPEAL AND SUBSTITUTION OF FORM F6 STATEMENT OF EXECUTIVE COMPENSATION April 22, 2008 Mr. John Stevenson, Madame Anne-Marie Beaudoin, Secretary Directrice du secrétariat Ontario Securities Commission Autorité des marchés financiers 20 Queen Street West 800, Square Victoria

More information

Practising Law Institute ERISA: The Evolving World 2014 An Introduction to Executive Compensation/ Nonqualified Deferred Compensation Plans/SERPs

Practising Law Institute ERISA: The Evolving World 2014 An Introduction to Executive Compensation/ Nonqualified Deferred Compensation Plans/SERPs Practising Law Institute ERISA: The Evolving World 2014 An Introduction to Executive Compensation/ Nonqualified Deferred Compensation Plans/SERPs August 4, 2014 Regina Olshan Charmaine L. Slack Introduction

More information

GENWORTH MI CANADA INC.

GENWORTH MI CANADA INC. Condensed Consolidated Interim Financial Statements (in Canadian dollars) GENWORTH MI CANADA INC. Condensed Consolidated Interim Statement of Financial Position (In thousands of Canadian dollars) Assets

More information

Public Sector Executive Compensation Disclosure Guidelines. April 2018

Public Sector Executive Compensation Disclosure Guidelines. April 2018 Public Sector Executive Compensation Disclosure Guidelines April 2018 Executive Summary 2018 Executive Compensation Disclosure Guidelines As the central agency responsible for coordinating and analyzing

More information

Denny s Corporation. Shares of Common Stock offered under the Denny s Corporation 2012 Omnibus Incentive Plan

Denny s Corporation. Shares of Common Stock offered under the Denny s Corporation 2012 Omnibus Incentive Plan PROSPECTUS Denny s Corporation Shares of Common Stock offered under the Denny s Corporation 2012 Omnibus Incentive Plan This prospectus relates to shares of common stock of Denny s Corporation (the Company

More information

I hope you'll take a moment to read the following story. It's called "Arrival," and it's all about ours.

I hope you'll take a moment to read the following story. It's called Arrival, and it's all about ours. First, the fundamentals: Seven straight quarters meeting or beating analyst expectations. Gross margins improved from 47% to 57%. $300 million cash in the bank. Break-even in the fourth quarter of FY2001.

More information

Emerging Issues Task Force Agenda Committee Report October 11, 2006

Emerging Issues Task Force Agenda Committee Report October 11, 2006 1106REPORT Emerging Issues Task Force Agenda Committee Report October 11, 2006 Decisions on Proposed Issues 1. Accounting for the Tax Benefit of Dividends on Restricted Stock and Option Awards 2. Accounting

More information

FORM 10-Q. HERSHEY FOODS CORPORATION 100 Crystal A Drive Hershey, PA Registrant's telephone number:

FORM 10-Q. HERSHEY FOODS CORPORATION 100 Crystal A Drive Hershey, PA Registrant's telephone number: UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended

More information

FASB Interpretation No. 44. Accounting for Certain Transactions Involving Stock Compensation an Interpretation of APB Opinion No.

FASB Interpretation No. 44. Accounting for Certain Transactions Involving Stock Compensation an Interpretation of APB Opinion No. FREDERIC W. COOK & CO., INC. NEW YORK CHICAGO LOS ANGELES May 1, 2000 (Revised 08/02/02) Overview of Opinion 25 FASB Interpretation No. 44 for Certain Transactions Involving Stock Compensation an Interpretation

More information

Discussion Draft: Overview of Issues, Proposed Definitions, and a Conceptual Framework

Discussion Draft: Overview of Issues, Proposed Definitions, and a Conceptual Framework Discussion Draft: Overview of Issues, Proposed Definitions, and a Conceptual Framework The Conference Board Working Group on Alternative Pay Disclosure A JOINT PROJECT WITH: Alternative Pay Disclosure

More information

Summary of Key Concepts

Summary of Key Concepts Heads Up Audit and Enterprise Risk Services April 13, 2004 Vol. 11, Issue 2 In This Issue: Introduction Summary of Key Concepts Comment Period and Final Thoughts Appendix: Questions and Answers Related

More information

Executive Change-in-Control and Severance Report

Executive Change-in-Control and Severance Report Sept 26, 2011 Executive Change-in-Control and Severance Report october 2011 Independence. Client-Focus. Expertise. 1133 Avenue of the Americas New York, NY 10036 Phone: (212) 921-9350 Fax: (212) 921-9227

More information

FREQUENTLY ASKED QUESTIONS RELATING TO COMFORT LETTERS AND COMFORT LETTER PRACTICE

FREQUENTLY ASKED QUESTIONS RELATING TO COMFORT LETTERS AND COMFORT LETTER PRACTICE FREQUENTLY ASKED QUESTIONS RELATING TO COMFORT LETTERS AND COMFORT LETTER PRACTICE Introduction to Comfort Letters Why do underwriters receive comfort letters? The underwriters in a registered securities

More information

Verizon: Three Proposals on the 2007 Proxy. Research Department April 2007

Verizon: Three Proposals on the 2007 Proxy. Research Department April 2007 Verizon: Three Proposals on the 2007 Proxy Research Department April 2007 Three Proposals Could Establish a Better Link Between Executive Pay and Company Performance Total shareholder return has underperformed

More information

AMERIGAS PARTNERS LP

AMERIGAS PARTNERS LP AMERIGAS PARTNERS LP FORM 10-K/A (Amended Annual Report) Filed 12/22/04 for the Period Ending 09/30/04 Address 460 N GULPH RD BOX 965 VALLEY FORGE, PA 19406 Telephone 6103377000 CIK 0000932628 Symbol APU

More information

U.S. Equity Compensation Plans

U.S. Equity Compensation Plans U.S. Equity Compensation Plans Frequently Asked Questions Updated December 16, 2016 New and materially updated questions are highlighted in yellow www.issgovernance.com 2016 ISS Institutional Shareholder

More information