February 2, 2005

What NOW Needs to Be Disclosed in the Proxy Statement

On, the transcript is available for the popular webcast: “What NOW Needs to Be Disclosed in the Proxy Statement.” Since the webcast lasted well over 2 hours, it is quite a sizable transcript.

Summary Sheets for NEO Compensation

On, I answered a question yesterday in the Q&A Forum that has been asked more than once. The question was: In view of recent SEC guidance, we’re considering filing as exhibits to our next periodic report a summary sheet for comp arrangements for each NEO. Are others considering this as well? Has anyone seen examples filed for other companies? What categories need covered and at what level of detail?

After reading Alan Dye’s remarks from the transcript noted above, I answered that FAQ 5 is pretty clear regarding directors – and directors and NEOs are treated the same under both 8-K and Item 601, so I don’t know how you escape the conclusion (unless you just disagree with the Staff, as we hear some people do).

I like what American Express filed on a Form 8-K on January 28th. It includes details about salary levels and option and restricted stock awards for both 2005 and 2004; bonus levels for 2004 and 2003; LTIP payouts for recent performance periods – as well as what the directors fees will be for 2005. I imagine this is what some of the summary sheets might look like.

The Final Standard: Option Expensing is Here – Are You Ready?

Tomorrow, the NASPP will host a webcast – “The Final Standard: Option Expensing is Here – Are You Ready?” – featuring Mike Crooch, Board Member, FASB; Mike Tovey, Project Manager, FASB; Carlo Pippolo, Partner, Ernst & Young; and Ellie Kehmeier, Tax Director, Deloitte & Touche.

And the NASPP is nearly ready to announce two subsequent webcasts regarding equity planning in the wake of option expensing to be held during March and April.