May 23, 2013

12th-23rd Say-on-Pay Failures of the Year (Including One With 9% Support!)

Here are the latest failures, including one with 9% support – we’re talking single digits! – the lowest level since say-on-pay became law:

– Patriot Scientific – Form 8-K (46% support)
– Gentiva Health Services – Form 8-K (37% – also failed last year with 37% support)
– Golden Star Resources – Form 8-K (38%)
– Everest Re Group – Form 8-K (38%)
– OraSure Technologies – Form 8-K (46%)
– The Middleby Corporation – Form 8-K (48%)
– Hecla Mining – Form 8-K (48%)
– Volcano Corporation – Form 8-K (38%)
– Apache Corp – Form 8-K (49%)
– Ultimate Software Group – Form 8-K (49%)
– Alexandria Real Estate Equities – Form 8-K (9%)
– Boston Properties – Form 8-K (19%)

Thanks to Karla Bos of ING for the heads up on these!

Here’s a Forbes article on Apache’s close vote…

Corp Fin Issues BTR No-Action Relief for the 1st Time!

Yesterday, Corp Fin issued its inaugural no-action relief on Regulation BTR (Blackout Trading Restrictions) in this no-action response. As you may recall, BTR restricts sales and purchases of certain equity securities by directors and executive officers during any period in which at least a majority of employees are blacked out from selling or purchasing securities in an employee benefits plan. This provision was required to be adopted by Congress in Section 306 of Sarbanes-Oxley to address the issue that employees of Enron had when they couldn’t sell company securities because of a change in employee benefit plan administrators and Enron’s share price was dropping significantly.

Corp Fin’s no-action letter – issued to Skadden Arps’ Brian Breheny on behalf of Pfizer – clarifies that sales by directors and executive officers of equity securities pursuant to a tender offer conducted in compliance with SEC rules are exempt from Section 306 and Reg BTR.

Over 60 Panels: Full NASPP Agenda Announced

With just a little over a week left in the last extension of our 15% early bird discount – and on a pace for record attendance – we have just posted the full agenda for the NASPP Conference to be held in Washington DC on September 23rd-26th. Combined with the proxy disclosure pre-conference, there are over 60 panels! Here is the NASPP Conference Brochure. The panels cover a wide range of topics, featuring many representatives from federal agencies, stock exchanges and proxy advisors – and covering hot buttons like “Say-on-Pay Litigation 2.0” which features both the lawyer most responsible for bringing these cases and lawyers who are defending them. Register before the Friday, May 31st early bird deadline.

– Broc Romanek