January 26, 2016

Non-GAAP Financial Measures: SEC Chair White Weighs In

As noted in this memo, in a speech delivered last month at the AICPA national conference, SEC Chair White suggested that the SEC will continue to scrutinize the use of financial measures that do not conform with GAAP. Also see Randi’s blog today in “The Mentor Blog” about an uptick on the number of comments related to non-GAAP measures…

The federal government in DC is still closed today – including the SEC – due to the weekend snow storm. See my earlier blog about how this might impact the processing of your filings (& what you can do if you have a deal that must go forward now).

ISS: Adds Three More Comp FAQs

Last week, ISS added three more to its “Executive Compensation Policies FAQs” – they are:

– FAQ #15: Problematic Pay Practices & Equity Plans – Will consider three-year average concentration ratios above 30% for the CEO – or above 60% for the NEOs in the aggregate – as a signal that an equity plan is not broad-based
– FAQ #59: Externally-Managed Issuers – More details about the minimum level of disclosure required to avoid an automatic “against” recommendation
– FAQ #61: Subsequent event handling – More details about how ISS will evaluate agreements or decisions subsequent to the fiscal year covered by the CD&A

Tune into today’s webcast – “Pat McGurn’s Forecast for 2016 Proxy Season” – to hear from ISS directly on a score of proxy season issues…

Whistleblowers: SEC Grants $700k Award to Expert Outsider

As reflected by this recent SEC whistleblower award, the SEC is willing to provide an award to someone outside the company if they can provide useful information…

Webcast: “Alan Dye on the Latest Section 16 Developments”

Tune in tomorrow for the webcast – “Alan Dye on the Latest Section 16 Developments” – to hear Alan Dye of and Hogan Lovells discuss the most recent updates on Section 16, including new SEC Staff interpretations and Section 16(b) litigation.

Broc Romanek