February 7, 2005

Last Minute Planning for the Proxy Season

Join us for tomorrow’s webcast – “Last Minute Planning for the Proxy Season” – to hear Amy Goodman of Gibson, Dunn; Karl Groskaufmanis of Fried Frank; David Katz of Wachtell Lipton; and Michael Ullman of Johnson & Johnson to make sure you haven’t overlooked anything this proxy season!

Also, I just posted the announcement for our March 10th webcast – “The Evolution of Due Diligence Practices (and Securities Act Liability)” – during which Bob Buckholz of Sullivan & Cromwell; Joe McLaughlin of Sidley Austin; and Michael Kaplan of Davis Polk will analyze how diligence practices are evolving in the wake of the first major court opinion in decades.

Oh, They’re Real and They’re Spectacular

On, I continue to analyze and post 8-Ks that make compensation disclosure in the “Form 8-K Disclosure” Practice Area. Some nice ones are being filed, including some that might be useful to review when drafting proxy disclosures.

This 8-K filed by Aetna last week provides a table of what salaries the Named Executive Officers will receive in 2005; what options and long-term performance units they were just granted (and disclosure that targets have not yet been set); as well as bonuses that were just awarded for 2004 performances. Interestingly, it is disclosed that these amounts were the byproduct of “ordinary course” executive compensation decisions.

And Mark Borges just blogged about Becton Dickinson’s proxy statement which – as I pointed out briefly during his webcast last month – includes several interesting disclosures, including a tally sheet. Mark has been blogging up a storm in his “The Compensation Disclosure Blog” and he pointed out on Friday that:

As part of the Board Compensation Committee Report (page 22), BD provides a “Value of Total Compensation” table that sets out the dollar value of the total annual compensation for the named executive officers. While it doesn’t quantify every component of NEO compensation (such as retirement benefits and perquisites), it does lay out the cash compensation (salary and bonus — as well as the amounts disclosed in the “Other Annual Compensation” and “All Other Compensation” columns of the Summary Compensation Table) and the dollar value of long-term incentives (stock options, performance units, and career shares) for each executive, and totals up these amounts.

Other interesting disclosures include:

– A supplemental table to the Summary Compensation Table specifying the voluntary elective deferrals of salary and bonus in each year for each NEO (page 24).

– A description of the methodology used to calculate the incremental cost of perquisites (note 2 to the SCT).

– The grant-date present value for stock option grants using BD’s SFAS 123 valuation methodology (see my February 2nd entry on “Disclosing Option Grant Values.”)

– Separate tabular disclosure of BD’s Career Share grants made in 2004 for fiscal 2005.

Rastaman Live Up!

Yesterday was Bob Marley’s 60th b-day and it reminded me of this little ditty:

Me listen to da drummer
Me listen to da bass
Me listen to Jah music
Make me wind up me waste