May 5, 2021

With Time Slipping Away, Investor Advocates Urge Congress to Act on 14a-8 Amendments

Back at the end of March, Liz blogged about introduction of a resolution calling for repeal of last year’s Rule 14a-8 amendments under the Congressional Review Act (CRA). Although the resolution has been introduced, a Congressional webpage for the resolution shows the Senate Committee on Banking, Housing & Urban Affairs hasn’t taken any action on the bill since it was introduced.

The lack of action on the resolution may be partially what led about 200 investor advocates to reportedly write to every member of Congress urging support of the CRA resolution to nullify the shareholder proposal rule amendments. It’s unclear whether this investor campaign will have any impact and move the resolution forward.  Among those that want the amendments nullified there’s a sense of urgency because time is limited for the Senate to act without the threat of a filibuster.

The CRA’s “fast track” procedures for the Senate to act and approve the resolution nullifying the amendments can be complicated but the folks at the GW Regulatory Studies Center provided some insight to help explain:

There is a deadline as far as the Senate still having access to its “fast-track” authority (which makes the resolution filibuster proof). This is referred to as the Senate action period.

As of yesterday, there were about 10 Senate session days left until that deadline. The calculation is somewhat bothersome, but it’s essentially the 75th day of session in the Senate for this Congress. After this date, the Senate could theoretically still vote on it, but it would be subject to all of the usual delay tactics (the filibuster) and would be unlikely to get through.

10-K/A: Covid-19 Factors into 2020 Stats

A recent Audit Analytics blog reviews reasons behind companies filing amended Form 10-Ks last year.  When compared to 2019, 2020 saw an uptick in amended 10-Ks – up 34% and Audit Analytics attributes this increase to the impact of the Covid-19 pandemic on regulatory filings and annual meeting schedules. In fact, the pandemic factored into the frequency of the top 2 reasons for filing 10-K/As in 2020.

As it has been for the last 7 years, the most common reason for filing a 10-K/A was a need to include Part III information due to an inability of companies to get their definitive proxy materials on file within 120 days of the fiscal year end. In 2020, almost 9% of these filings specifically referenced Covid-19 as the reason for their delayed proxy filing or postponed annual meeting. The next most common reason for filing a 10-K/A was to include disclosure related to the 45-day filing extension first granted by the SEC back in March of last year in response to the pandemic.  Here are the top 5 reasons companies filed 10-K/As last year:

– Part III information – 48.2%

– Covid-19 extension – 8.9%

– Exhibits & signatures – 7.9%

– Auditor’s Report – 6.7%

– Subsidiary financial statements – 5.6%

Transcript: “The Top Compensation Consultants Speak”

We’ve posted the transcript for our recent webcast: “The Top Compensation Consultants Speak.” Blair Jones of Semler Brossy, Ira Kay of Pay Governance and Marc Ullman of Meridian Compensation Partners shared their thoughts on:

– Key Issues & Considerations for Compensation Committees Now

– Human Capital Management Topics Compensation Committees are Discussing Now

– Setting Goals Under Uncertain Circumstances

– Balancing Internal Needs with External Pressures

– Using a ‘Resiliency Scorecard’ During COVID-19 & Beyond

– Early Proxy Season Feedback

– Lynn Jokela