April 25, 2017

Survey Results: Rule 10b5-1 Plan Practices

We have posted these survey results on Rule 10b5-1 plan practices:

1. Does your company require insiders to sell shares only pursuant to a Rule 10b5-1 trading plan?
– Yes, insiders are required to use Rule 10b5-1 plans in order to sell shares – 4%
– No, but they are strongly encouraged – 44%
– No, and they are not explicitly encouraged – 52%
– Not sure, it hasn’t come up – 0%

2. Does your company review and approve each insider’s Rule 10b5-1 trading plan?
– Yes, it is subject to prior review and approval by the company pursuant to the insider trading policy – 78%
– Yes, but only the template plan is reviewed and not the actual trading schedule – 13%
– No, but we have a broker that we require to be used and have reviewed that brokers template – 7%
– No, and there is no requirement to go through a specific broker – 2%

3. Does your company allow sales of shares through Rule 10b5-1 trading plans during blackout periods?
– Yes – 82%
– No – 13%
– Not sure, it hasn’t come up – 4%

4. Does your company require a waiting period between execution of Rule 10b5-1 trading plans and time of first sale?
– Yes, it is a two week waiting period or less – 11%
– Yes, it is a one month waiting period (or close to it) – 33%
– Yes, it is a two month waiting period (or close to it) – 4%
– Yes, it is a waiting period until the next open window – 28%
– No – 15%
– Not sure, it hasn’t come up – 9%

5. Does your company allow insiders to voluntarily terminate a Rule 10b5-1 plan?
– Yes – 86%
– No, only terminations dictated by the trading plan are allowed – 14%

6. Does your company make public disclosure of the insiders’ Rule 10b5-1 trading plans?
– Yes, but only for directors and/or one or more officers – 20%
– Yes, for all directors and employees – 2%
– No – 78%

7. If your company makes public disclosure, how does it do it?
– Form 8-K – 42%
– Press release – 0%
– Website posting – 0%
– Combination of above – 0%
– Other – 58%

Please take a moment to participate in this “Quick Survey on Board Approval of 10-Ks” and “Quick Survey on Comp Committee Minutes & Consultants.”

Corp Fin’s “Small Business Forum”: 15 Recommendations

Recently, Corp Fin issued this set of recommendations from its annual “Small Business Forum.” The recommendations are on pages 15-19…

More on Our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Institutional Investors: Survey
– Virtual Annual Meetings: Activism Against
– Shareholder Proposals: Investors Weigh In on Reform
– The “50/50 Climate Project”
– Last Chance! Proxy Season Reminders

Liz Dunshee