November 27, 2017

Transcript: “Shareholder Proposals – Corp Fin Speaks”

We have posted the transcript for the popular webcast – “Shareholder Proposals: Corp Fin Speaks” – during which Corp Fin Staffer Matt McNair was interviewed by Ning Chiu about Staff Legal Bulletin 14I…

Shareholder Proposals: Apple First to Seek New SLB Exclusion

Here’s the intro from this blog by Steve Quinlivan:

In the closely watch area of shareholder proposals, Apple is seeking to exclude a shareholder proposal regarding the establishment of a Human Rights Committee because it involves the company’s ordinary business operations under Rule 14a-8(i)(7). Apple is relying on newly issued Staff Legal Bulleting 14I.

Apple states SLB 14I provides that whether a policy issue is of sufficient significance to a particular company to warrant exclusion of a proposal that touches upon that issue may involve a “difficult judgment call” which the company’s board of directors “is generally in a better position to determine,” at least in the first instance. A well-informed board, according to Apple analyzing the SEC’s views, exercising its fiduciary duty to oversee management and the strategic direction of the company, “is well situated to analyze, determine and explain whether a particular issue is sufficiently significant because the matter transcends ordinary business and would be appropriate for a shareholder vote.”

ISS Releases “Preliminary” Compensation FAQs

Last week, as noted in this FW Cook blog, ISS released these “Preliminary” Compensation FAQs, which provide insight into ISS’ updated quantitative pay-for-performance screening methodology and its Equity Plan Scorecard (EPSC) evaluation for stock plan proposals. “Final” FAQs are expected in a few weeks…see this note from Ed Hauder for more…

Broc Romanek