July 31, 2013
Survey Results: Loan Prohibitions & Cashless Exercises
Here are the latest survey results about loan prohibitions & cashless exercises:
1. For cashless exercises of stock options, due to Section 402 of Sarbanes-Oxley, we:
– Don’t allow Section 16 insiders to conduct cashless exercises at all – 10%
– Don’t allow Section 16 insiders to conduct cashless exercises through our plan’s captive broker (so they have to use their own broker) – 7%
– Don’t allow executive officers to conduct cashless exercises through our plan’s captive broker but do allow directors to – 2%
– Allow Section 16 insiders to conduct cashless exercises through our plan’s captive broker – 81%
Please take a moment to participate in this “Quick Survey on Exclusive Forum Bylaws” and “Quick Survey on Annual Meeting Conduct.”
More Companies Acting on Exclusive Forum Bylaws Before Appeal
Speaking of the “Quick Survey on Exclusive Forum Bylaws,” Michelle Leder of footnoted.org counts 7 companies since the beginning of July who have made a change to their bylaws to add an exclusive forum provision, including Integrated Device Technology and JC Penney.
Interesting that companies are acting despite the fact that the forum selection bylaws case has been appealed – although the survey results bear this out so far with 54% of the respondents indicating they intend to adopt this type of bylaw soon rather than wait for the Delaware Supreme Court to weigh in. A number of the memos posted about the Boilermakers v. Chevron decision include a model bylaw…
It’s Done: 2014 Edition of Romanek’s “Proxy Season Disclosure Treatise”
We have wrapped up the 2014 Edition of the definitive guidance on the proxy season – Romanek’s “Proxy Season Disclosure Treatise & Reporting Guide” – and it’s done being printed. You will want to order now so that you can get your copy as soon as you can. With over 1350 pages – spanning 30 chapters – you will need this practical guidance for the challenges ahead. Order now.
– Broc Romanek