TheCorporateCounsel.net

Over on the “Proxy Season Blog,” I blogged a few weeks ago about a new type of shareholder proposal seeking “enhanced confidential voting” requirements that would go beyond current ballot-secrecy rules and prevent companies from seeing running tallies, except in some cases such as picking directors. This article notes that John Chevedden and Jim McRitchie have filed versions of a similar proposal submitted to Centurylink at half a dozen companies or so.

I noted that this turns the interim vote tally debate on its head as these “confidential policy” proposals seek to prevent companies from seeing interim tallies. The debate last year centered on whether shareholder proponents can gain access – the ability for companies to have access was never in doubt. I also gave an update on how Broadridge is still debating its current policy.

The new news is that Omnicom Group has sued John Chevedden in US District Court – SDNY over one of these proposals, challenging the proposal on 4 exclusion bases: violates New York law, vagueness, materially misleading and is ordinary business. Here’s the complaint – and here’s the notice to Corp Fin that the company will sue rather than go through the no-action process. A growing trend as I have blogged before…

Survey Results: Deferred Compensation Election Timing

Here are the latest survey results about deferred compensation election timing:

1. Do you have a deferred compensation plan, which includes company stock, for outside directors?
– Yes – 77%
– No – 23%

2. Do you have a deferred compensation plan, which includes company stock, for executives?
– Yes – 48%
– No – 52%

3. Our deadline for allowing outside directors to make stock-based elections for the following year, if your fiscal year-end is December 31 is:
– October 1 – October 31 – 11%
– November 1 – November 15 – 5%
– November 15 – November 30 – 16%
– December 1 – December 15 – 21%
– December 15 – December 31 – 37%
– Earlier in year – 11%

4. Our deadline for allowing executives to make stock-based elections for the following year, if your fiscal year-end is December 31 is:
– October 1 – October 31 – 15%
– November 1 – November 15 – 0%
– November 15 – November 30 – 23%
– December 1 – December 15 – 15%
– December 15 – December 31 – 23%
– Earlier in Year – 23%

5. Do you allow your outside directors to make such an election near year-end for the following year, when they likely have access to year-end earnings projections and results?
– Yes – 50%
– No – 50%

6. Do you allow your executives to make such an election near year-end for the following year, when they likely have access to year-end earnings projections and results?
– Yes – 43%
– No – 57%

Please take a moment to anonymously participate in our “Quick Survey on Conflict Minerals” and “Quick Survey on D&O Questionnaires and Director Independence.”

Transcript: The Latest Developments: Your Upcoming Proxy Disclosures”

I have posted the transcript for the recent CompensationStandards.com webcast: “The Latest Developments: Your Upcoming Proxy Disclosures.”

– Broc Romanek