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A Practical Guide to SEC Proxy and Compensation Rules

A Practical Guide to SEC Proxy and Compensation Rules
Author: Amy L. Goodman
Publisher: Wolters Kluwer
Total Pages: 1856
Release: 2010-10-05
Genre: Law
ISBN: 0735598959

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A Practical Guide to SEC Proxy and Compensation Rules, Fifth Edition is designed to meet the special needs of corporate officers and other professionals who must understand and master the latest changes in compensation disclosure and related party disclosure rules, including requirements and initial SEC implementing rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Current, comprehensive and reliable, the Guide prepares you to handle both common issues and unexpected situations. Contributions from the country's leading compensation and proxy experts analyze: Executive compensation tables Compensation disclosure and analysis Other proxy disclosure requirements E-proxy rules Executive compensation under IRC Section 162(m) And much more! Organized for quick, easy access to all the issues and areas youand’re likely to encounter in your daily work, A Practical Guide to SEC Proxy and Compensation Rules Dissects each compensation table individuallyand—the summary compensation table, the option and SAR tables, the long-term incentive plan tableand—and alerts you to the perils and pitfalls of each one Walks you through preparation of the Compensation Disclosure and Analysis Explains the latest interpretations under the SEC's shareholder proposal rule and institutional investor initiatives and what they mean for the coming proxy season Helps you tackle planning concerns that have arisen in the executive compensation context, including strategies for handling shareholder proposals regarding executive compensation and obtaining shareholder approval of stock option plans The Fifth Edition reflects the latest SEC and IRS regulations, guidance, interpretations and disclosure practices. It adds a new chapter focused on developments and practices relating to required public company and“say-on-payand” advisory votes pursuant to the Dodd-Frank Act. Another new chapter addresses director qualifications and Board leadership, diversity, and risk oversight disclosures. This one-volume guide will help you prepare required disclosures as well as make long-range plans that comply fully with regulations and positions taken by the SEC more quickly and completely than ever before. In addition, weand’ve updated the Appendices to bring you the latest rules and relevant primary source material.


SEC Proxy Access Proposals

SEC Proxy Access Proposals
Author: United States. Congress. House. Committee on Financial Services
Publisher:
Total Pages: 228
Release: 2007
Genre: Electronic government information
ISBN:

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What Shareholder Proposals on Proxy Access Tell Us about Its Value

What Shareholder Proposals on Proxy Access Tell Us about Its Value
Author: Bernard S. Sharfman
Publisher:
Total Pages: 8
Release: 2016
Genre:
ISBN:

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For many years, the default rules of corporate and securities law have provided the board of directors (Board) with exclusive authority to decide whether shareholder proposals on proxy access, the ability of certain privileged shareholders to have their own slate of director nominees included in a public company's proxy solicitation materials for purposes of voting at the annual meeting, are to be included in a public company's proxy solicitation materials. However, five years ago, the Securities and Exchange Commission (SEC) amended its rules to allow such proposals to be included whether or not the Board approves. The proposals usually limit the availability of proxy access to large institutional shareholders who have held at least three percent of company shares, individually or as an aggregation of 20 to 25 investors, for at least three years. Roughly 200 companies received proxy-access proposals in 2016. Shareholders need to be informed about the value of proxy access prior to voting on such proposals. Boards also need to be informed about its value prior to deciding whether it should amend its governing documents to include proxy access, either for purposes of preempting a shareholder vote or considering its implementation subsequent to such a vote at the annual meeting. The SEC needs to be informed about this value prior to making any changes to its proxy access rules, including revisiting the idea of mandatory proxy access for all public companies. One way to understand the value of proxy access is through empirical analysis of the shareholder proposals on proxy access that have already been submitted for inclusion in the proxy materials of public companies. Unfortunately, the empirical evidence so far tells us very little about this value. This is a critical point that shareholders, board members and the SEC need to understand when empirical evidence is provided as support for or against proxy access.


Proxy Rules Handbook

Proxy Rules Handbook
Author: Mark A. Sargent
Publisher:
Total Pages: 1124
Release: 2008
Genre: Proxy
ISBN:

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Practical Guide to SEC Proxy and Compensation Rules, 6th Edition

Practical Guide to SEC Proxy and Compensation Rules, 6th Edition
Author: Goodman, Fontenot
Publisher: Wolters Kluwer
Total Pages: 2156
Release: 2018-11-21
Genre: Business & Economics
ISBN: 1543806759

Download Practical Guide to SEC Proxy and Compensation Rules, 6th Edition Book in PDF, ePub and Kindle

A Practical Guide to SEC Proxy and Compensation Rules, Sixth Edition is designed to meet the special needs of corporate officers and other professionals who must understand and master the latest changes in compensation disclosure and related party disclosure rules, including requirements and initial SEC implementing rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Current, comprehensive and reliable, the Guide prepares you to handle both common issues and unexpected situations. Contributions from the country's leading compensation and proxy experts analyze: Executive compensation tables Compensation disclosure and analysis Other proxy disclosure requirements E-proxy rules Executive compensation under IRC Section 162(m) And much more! Organized for quick, easy access to all the issues and areas you're likely to encounter in your daily work, A Practical Guide to SEC Proxy and Compensation Rules Dissects each compensation table individually--the summary compensation table, the option and SAR tables, the long-term incentive plan table--and alerts you to the perils and pitfalls of each one Walks you through preparation of the Compensation Disclosure and Analysis Explains the latest interpretations under the SEC's shareholder proposal rule and institutional investor initiatives and what they mean for the coming proxy season Helps you tackle planning concerns that have arisen in the executive compensation context, including strategies for handling shareholder proposals regarding executive compensation and obtaining shareholder approval of stock option plans The Sixth Edition reflects the latest SEC and IRS regulations, guidance, interpretations and disclosure practices. It adds a new chapter focused on developments and practices relating to required public company "say-on-pay" advisory votes pursuant to the Dodd-Frank Act. Another new chapter addresses director qualifications and Board leadership, diversity, and risk oversight disclosures. This one-volume guide will help you prepare required disclosures as well as make long-range plans that comply fully with regulations and positions taken by the SEC more quickly and completely than ever before. In addition, we've updated the Appendices to bring you the latest rules and relevant primary source material. Previous Edition: Practical Guide to SEC Proxy and Compensation Rules, Fifth Edition ISBN 9780735598959


A Practical Guide to SEC Proxy and Compensation Rules

A Practical Guide to SEC Proxy and Compensation Rules
Author: Amy L. Goodman
Publisher: Aspen Publishers
Total Pages: 938
Release: 1995
Genre: Executives
ISBN:

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Written by leading authorities, the Second Edition of A Practical Guide to SEC Proxy and Compensation Rules provides expert analysis and valuable tips and pointers on everything you need to know to master the proxy process and ensure compliance with the SEC's rules. You get comprehensive guidance on such essential issues as: Preparing the executive compensation tables and compensation committee report -- plus examples and the full text reports of seven companies -- Explanations of the FASB rules on accounting for stock options -- Discussions on the requirements necessary to ensure the tax deductibility of executive compensation under IRC Section 162(m) -- Descriptions of the disclosure requirements for a company seeking shareholder approval of certain employee benefit plans -- Analysis of institutional activism under the proxy rules -- And much more. Insightful analysis throughout this guide of how companies have responded to the SEC regulations and on the positions taken by the SEC will help you prepare day-to-day disclosures as well as long-range plans. Valuable appendixes contain SEC and DOL releases, rules and regulations.