June 23, 2010

House-Senate Reconciliation Continues: Shareholder Votes on Golden Parachutes Are “In”

Yesterday, negotiations over the regulatory reform bill resumed with a goal to wrap them up by this Thursday, to allow sufficient time for the President to sign the legislation by July 4th. The loose schedule for this week’s House-Senate conferee consideration is noted at the end of this WSJ article (here’s the latest on the Volcker Rule from the Washington Post).

In the ISS Blog, Ted Allen reported last night:

During negotiations on financial reform legislation on Tuesday, U.S. Senate conferees agreed to drop their opposition to a House provision to require public companies to hold separate shareholder votes on “golden parachute” payments, according to Dow Jones Newswires.

The conference committee’s negotiations will continue on Wednesday. House and Senate lawmakers still have not reached an agreement on a Senate proposal to require investors to hold a 5 percent stake to nominate board candidates under the SEC’s proposed proxy access rule, according to Dow Jones. House lawmakers and investor advocates argue that a 5 percent threshold would be too high.

Meanwhile, Steve Nieman – an employee-shareholder of Alaska Air Group – who has nominated director candidates in the past at his employer (remember has filed a “Notice of Assertion of Right to Proxy Access” at Alaska Air ahead of next year’s annual meeting. I believe the timing is intended to set up a potential lawsuit in the event that Congress does include a 5% ownership threshold in a proxy access provision.

2nd Quarter Issue Posted: “Proxy Disclosure Updates” Newsletter

We have posted the 2nd Quarter 2010 issue of the “Proxy Disclosure Updates” (which is part of the Lynn, Borges & Romanek’s “Executive Compensation Annual Service”) that includes a proxy season post-mortem from Mark Borges, complete with analysis of the latest proxy disclosures filed during the just-completed season.

Act Now: To gain access to the complete version of this issue immediately, try a No-Risk Trial to the Annual Service today.

Report: The SEC’s Forum on Small Business Capital Formation

Recently, the SEC posted this 35-page report on its “2009 Government-Business Forum on Small Business Capital Formation.” On page 14, there is a list of recommendations from the Forum participants.

– Broc Romanek