TheCorporateCounsel.net

January 15, 2016

Survey Results: Annual Meeting Conduct

Here are the latest survey results about annual meeting conduct:

1. To attend our annual meeting, our company:
– Requires pre-registration by shareholders – 3%
– Encourages pre-registration by shareholders but it’s not required – 16%
– Requires shareholders to bring an entry pass that was included in the proxy materials (along with ID) – 10%
– Encourages shareholders to bring an entry pass but it’s not required – 20%
– Will allow any shareholder to attend if they bring proof of ownership – 67%
– Will allow anyone to attend even if they don’t have proof of ownership – 30%

2. During our annual meeting, our company:
– We hand out rules of conduct that limit each shareholder’s time to no more than 2 minutes – 10%
– We hand out rules of conduct that limit each shareholder’s time to no more than 3 minutes – 24%
– We hand out rules of conduct that limit each shareholder’s time to no more than 5 minutes – 14%
– We announce a policy that limits each shareholder’s time to no more than 2 minutes (but rules are not handed out) – 10%
– We announce a policy that limit each shareholder’s time to no more than 3 minutes (but rules are not handed out) – 7%
– We announce a policy that limit each shareholder’s time to no more than 5 minutes (but rules are not handed out) – 3%
– There is no limit on how long a shareholder can talk (subject to the inherent authority of the Chair to cut off discussion at any time) – 31%

3. For our annual meeting, our company:
– Provides an audio webcast of the physical meeting, including posting an archive – 21%
– Provides an audio webcast of the physical meeting, but does not post an archive – 3%
– Has provided an audio webcast of the physical meeting in the past, but discontinued that practice – 0%
– Is considering providing an audio webcast of the physical meeting but haven’t decided yet – 0%
– Provides a video webcast of the physical meeting (or is considering doing so) – 7%
– Does not provide an audio nor a video webcast of the physical meeting – 69%

4. At our annual meeting, our company:
– Announces the preliminary results of the vote on each matter (unless special circumstances arise such as a very close vote) – 90%
– Doesn’t announce the preliminary results of the vote on each matter – 10%

Please take a moment to anonymously participate in our “Quick Survey on Drafting Proxy Statements, Glossy Annual Reports & Form 10-Ks” and “Quick Survey on ‘What is a Perk’.”

Compensation Standards Newsletter: Winter 2016 Issue

In the Winter 2016 issue of the Compensation Standards Newsletter, here are 17 pieces of news & analysis from the last month culled from the three blogs on CompensationStandards.com:

– ISS Updates Burn Rate Tables for 2016
– Poll: Possible Downward Trend in Bonus Payouts for 2015 Performance
– ISS: Three New Sets of FAQs
– LTIP Survey: Balancing Shareholder Returns With Financial Metrics
– List of “Top of Mind” Regulatory Changes
– When Shareholder-Approved Equity Plans Run Dry: Can Inducement Grants Fill the Void?
– 5 Things That Comp Committees Need to Know
– Skadden’s Updated “Compensation Committee Handbook”
– FAS 123(R) 10 Years After: Its Impact & Practical Implications
– Stats: Pledging & Hedging Policies/Clawbacks/Stock Ownership Guidelines
– MTS Systems’ Bonus Plan Performance Measure Disclosure
– PriceSmart’s Use of Competitive Market Data
– Amgen’s Compensation Discussion and Analysis
– A Holiday Hodgepodge
– Accenture’s Proxy Summary
– Back to Work! Proxy Statements, Performance Goals & Adjusted Earnings
– Think Automatic Vesting on a Change in Control Isn’t Important? Ask This Former Employee

You can sign up to get any blog pushed out to you via email whenever there is a new entry by simply inputting your email address on the left side of that blog.

Insider Trading Cartoons Vol. IV: Rank & File Employees

Brooks Pierce’s David Smyth uses cartoons to teach what how rank & file employees can trip up the insider trading laws:

Broc Romanek