November 9, 2007

Updating D&O Questionnaires for the 2008 Proxy Season

We've been getting quite a few questions about whether D&O questionnaires should be tweaked for this proxy season. Alan Dye notes that, other than the possible NYSE independence issues if they get adopted in time, he's not aware of any new rule or regulation that would cause the questionnaire to change (assuming it was up-to-date last year).

The Corp Fin Report on executive compensation (and John White's "Where's the Analysis?" speech) is more for drafters of the proxy statement, and doesn't necessarily impact the questionnaire. However, Alan notes that some companies continue to uncover perks they hadn't known about - so some companies may need to beef up their questions regarding perks to cover more examples, including spousal travel and matching charitable gifts. And reviewing the February and August Corp Fin interpretations of S-K 402 (and our compilation of Staff comments) vis a vis your questionnaire is a good idea.

Anyone else have items to consider for this year's questionnaire? Please email me if you do...

E-Proxy and California Law

In our "Q&A Forum," we continue to receive follow-on questions related to the issues raised by California law as it intersects with the SEC's new e-proxy rules - so I decided to go to the source who first raised the issue in this blog.

In this podcast, Keith Bishop of Buchalter Nemer, and a former California Commissioner of Corporations, describes how the SEC’s new e-proxy rules might conflict with California law, including:

- I understand that the SEC's new e-proxy rules may conflict with California law. What might the conflict be? And which companies might it impact?
- Can the problem be solved by mailing annual reports only to actual shareholders of record?
- Should companies ignore the California conflict if the risk of enforcement is low?
- Any other potential conflicts that companies should be aware of when they implement e-proxy?

My Midlife Facebook Crisis? Nah...

I make my living primarily on the Web these days, but I still feel too old for the social networking craze (although I would argue that all of our sites are "closed" social networks since they are all community-themed). Last Saturday, the WSJ ran this great article - "My Midlife Facebook Crisis" - on what it's like for us old-timers to join the social networking bandwagon.

In the middle of last year, Facebook began allowing anyone to join its network and start accumulating "friends." So I spent a few minutes - very few - creating a profile for my alter ego, "Billy Broc Oxley." A friend of mine took one look at Billy Broc's profile and promptly said "it probably violates the laws of all states but Utah and Nevada (for different reasons)." Not sure how he got that, but I don't think this experiment is gonna go anywhere...

[Boo-yah! For the past several months, whenever I have appeared on the speaking circuit, I have said "if you don't get anything else out of this seminar, buy Broadridge stock." Based on what Broadridge has done over the past two days, I can say "I told you so!" And thus ends my stock-picking career.]

- Broc Romanek