Corp Fin’s Position on Preliminary Proxy Statements and Exec Comp Disclosures
At the PLI’s “SEC Speaks” conference, Corp Fin Chief Counsel David Lynn provided some guidance about whether the Division intends to review executive compensation disclosure in preliminary proxy statements this year. For this proxy season, Corp Fin doesn’t intend to review preliminary proxy statements just because they have executive compensation disclosure under the new rules. In other words, companies may file their preliminary proxy statements that omit executive compensation without fear that the filing is so deficient that the 10-day clock doesn’t start to run, so long as the omitted disclosure isn’t the reason for the preliminary filing and the executive compensation disclosure isn’t otherwise made public. Of course, the executive compensation disclosure is required to be included when definitive proxy materials are filed.
This position isn’t much of a surprise given that IBM filed a preliminary proxy statement without executive compensation disclosure a few weeks ago – and General Electric filed a preliminary proxy statement without such disclosure last week…
NYSE Issues Annual Corporate Governance Letters
Last month, the NYSE issued its annual corporate governance letters to listed companies. The letters provide an overview of the things that listed companies should keep in mind when preparing for their annual meetings and Form 10-Ks or Form 20-Fs; there are two versions of the letter: the US issuer letter and the non-U.S. issuer letter.