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As you may recall from Corp Fin Deputy Director Shelley Parratt’s speech at our Conference in November, the SEC Staff appears to be drawing a “line in the sand” this year regarding when proxy statement amendments may be necessary. The Staff expects companies to carefully consider the Staff’s positions -including those expressed in comments to other companies – when drafting executive compensation disclosure, and that material noncompliance with the rules and the Staff’s positions will potentially trigger a request for an amendment of the disclosure (rather than fixing the disclosure in future filings).

We just mailed the January-February issue of The Corporate Executive, which includes a comprehensive analysis of typical Staff comments and how you may avoid related pitfalls, including:

– Representative Staff Comments–and Our Practical Guidance
– Guidance for Your 2010 Proxy Disclosures: The Staff’s Executive Compensation Comments
– How We Got To This Point on Executive Compensation Disclosure
– Getting the Analysis Right
– Revisiting Performance Target Disclosure
– Individual Performance
– Benchmarking

Act Now: Please try a 2010 no-risk trial to have this issue rushed to you.

Our February Eminders is Posted!

We have posted the February issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!

Survey: Bifurcation of Record Dates for Annual Shareholder Meetings

To address the issue of empty voting, the Delaware legislature amended Section 213(a) of the DGCL – effective last August – to allow boards to set a two different record dates for their annual shareholder meeting: one for those shareholders entitled to notice and one for those entitled to vote. This dual-dating system is already used in Europe, where the concept of street-name holders doesn’t exist.

Below is an anonymous survey about whether your company has taken action to adopt this bifurcated record date format:

– Broc Romanek