October 17, 2017

Today: “Pay Ratio & Proxy Disclosure Conference”

Today is the “Pay Ratio & Proxy Disclosure Conference”; tomorrow is the “Say-on-Pay Workshop: 14th Annual Executive Compensation Conference.” Note you can still register to watch online by using your credit card and getting an ID/pw kicked out automatically to you without having to interface with our staff. Both Conferences are paired together; two Conferences for the price of one.

How to Attend by Video Webcast: If you are registered to attend online, just go to the home page of or to watch it live or by archive (note that it will take about a day to post the video archives after it’s shown live). A prominent link called “Enter Pay Ratio Conference Here” – on the home pages of those sites – will take you directly to today’s Conference (and on the top of that Conference page, you will select a link matching the video player on your computer: HTML5, Windows Media or Flash Player). Here are the “Course Materials,” filled with 182 pages of annotated model pay ratio disclosures, 156 pay ratio nuggets, talking points, etc.

Remember to use the ID and password that you received for the Conferences (which may not be your normal ID/password for or If you are experiencing technical problems, follow these webcast troubleshooting tips. Here is today’s conference agenda; times are Eastern.

How to Earn CLE Online: Please read these “FAQs about Earning CLE” carefully to see if that is possible for you to earn CLE for watching online – and if so, how to accomplish that. Remember you will first need to input your bar number(s) and that you will need to click on the periodic “prompts” all throughout each Conference to earn credit. Both Conferences will be available for CLE credit in all states except for a few – but hours for each state vary; see this “List: CLE Credit By State.”

SEC Comments: What’s the New “SWAT” Process?

Recently, a member posted this question in our “Q&A Forum” (#9233): “Back on September 18th, Broc blogged about Corp Fin having a new SEC comment letter process. Is the whole “Swat” thing something that is a big difference in how Corp Fin is processing comment letters?” This was my answer:

SWAT is a workflow system that will better document the Staff’s comment letter process, make everything available to everyone on the Staff more easily, provide reports and reminders, etc. It’s all internal and won’t have any impact on what companies see. So it’s just a workflow system. No real impact on what is commented upon…

Corp Fin’s “Climate Change” Comments: The Coming GAO Report

By the way, the announcement about SWAT was buried in the SEC’s Inspector General report about Corp Fin’s comment letter process. That report was pretty innocuous and not of any great moment.

I forgot to note why the IG prepared that report. In July of last year, some members of Congress sent a letter to the IG (and to GAO) asking that they review the SEC’s efforts to implement the climate change guidance of 2010 and assess Corp Fin’s comment letter process. These members of Congress were of the view that Corp Fin should be issuing more comments and they wanted to understand why that was not the case.

This IG report says that the GAO will report separately on its observations related to the SEC’s climate change-related policies & procedures. Now that should be interesting…

Broc Romanek