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
Act Now: Please try a 2010 no-risk trial to have this issue rushed to you.
Our February Eminders is Posted!
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