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Results from: TheCorporateCounsel.net
  1. OFFICE OF THE NEW YORK CITY COMPTROLLER SCOTT M. STRINGER | 1... Published: 2017-01-24 14:51:03
    13 Prompting Executive Pay Clawbacks at Wells Fargo ......PROMPTING EXECUTIVE PAY CLAWBACKS AT WELLS FARGO In a September 22, 2016 letter, the ...
  2. 2019 PROXY SEASON REVIEW By Shirley Westcott July 2019 Overview Published: 2019-08-08 12:49:37
    The compensation lineup produced two majority votes on clawback provisions, which saw a ... at Mallinckrodt on the disclosure of misconduct clawbacks and lobbying expenditures. ...
  3. Broad Changes to CBCA Proposed: ... Published: 2019-04-12 19:11:38
    on diversity and on compensation clawback mechanisms and the well-being of ... corporation (i.e., clawbacks) and "the well-being of employees, retirees and pensioners". ...
  4. Deloitte proposal document A4 Published: 2010-08-06 11:45:10
    ... committees and advisers, new clawback policies, and new pay vs. performance ... Further, the policy would apply to any current or former executive officer. The "clawback" ...
  5. NEW YORK | CHICAG Published: 2018-11-01 14:26:54
    ... tax gross-ups, recoupment provisions ("clawbacks"), executive compensation disclosures ... Recoupment Provisions ("Clawbacks") Glass Lewis clarified their policy on clawbacks to ...
  6. United States Published: 2021-11-18 10:53:57
    ... United States 4 Recoupment Provisions (Clawbacks) ......to an executive that does not include a clawback provision and the company had a material ...
  7. JONEs DAY WHITE PAPER MoRE THAn JusT FInAncIAl REFoRM: Published: 2010-08-16 18:33:46
    .........67 Clawback Provision ......in certain instances; the requirement of clawback provisions for exchange-traded ...
  8. Guide to REIT Executive Compensation Published: 2019-12-17 18:21:56
    30 Transparency 30 Board Compensation 31 Clawback Provisions 31 Hedging and Pledging ... punitive call right (e.g., upon a for-cause termination or pursuant to a clawback policy). ...
  9. "Another Wild Proxy Season? Forecast for 2005" Published: 2025-01-19 12:04:50
    Analyze Pay Plans Binding Proposals Clawback Proposals Impact of Succession Planning ... Clawback Proposals DRAKE: Moving on to slide eight, yet more pay for performance issues, ...
  10. Gibson Dunn: Considerations for Preparing Your 2022 Form 10-K Published: 2023-01-10 15:10:05
    B. Clawback Check Boxes on Cover Page. C. Item 201(e) Performance Graph and ... B. Clawback Check Boxes on Cover Page As part of the final clawback rules adopted by the ...
  11. IRS Provides Sample Section 83(b) Election Notice (CE Sept-Oct... Published: 2025-01-19 12:04:33
    ... or material to the Committee for independence as well. * Get out in front of clawbacks; add clawback language to any new award or employment agreements and incentive plans. ...
  12. Parsing the House Ways and Means Proposal for Tax Reform (CE... Published: 2025-01-19 12:04:33
    ... popularity as more companies implement clawback provisions (up 88% from 2011 in the ... Ditto the concerns about enforcement of clawback provisions for performance awards. In ...
  13. SEC to Host Roundtable on Exec Comp Disclosures on June 26 :... Published: 2025-05-21 15:52:19
    ... the requirements of Dodd Frank related to pay-versus-performance and clawbacks. ... I immediately noted that clawbacks, PvP (in particular, the CAP calculation) and perks (in ...
  14. Say-on-Pay Failures: #3 and #4 : TheCorporateCounsel.net Blog Published: 2012-04-19 07:54:37
    certain deferred incentive awards, a four-year deferral period, significant stock awards that are subject to clawbacks and a stock ownership commitment, and limitations on perks. ...
  15. Tomorrow's Pre-Conference Webcast: "Pay Ratio Workshop - What... Published: 2017-07-19 07:32:40
    A Conversation with Nell Minow 12. Proxy Access: Tackling the Challenges 13. Clawbacks: What to Do Now 14. Dealing with the Complexities of Perks 15. The Big Kahuna: Your ...
  16. Giving Thanks 2024: My Thanksgiving Reflections : TheCorporateCounsel... Published: 2024-11-27 09:17:22
    years is a long time! In 2024, we saw the first disclosures about the exchange-mandated clawback policies, as well as the first Form SD filings by resource extraction issuers. ...
  17. Corp Fin Updates a Hodgepodge of C&DIs : TheCorporateCounsel... Published: 2009-08-17 07:30:45
    ... S-K Question 117.03 on the reporting of compensation that as been recovered under a clawback policy, as well as reporting in the Non-Qualified Deferred Compensation Table of ...
  18. The New EDGAR Form Type Called "IRANNOTICE" : TheCorporateCounsel... Published: 2013-01-02 06:46:14
    the four executive compensation-related provisions of the Dodd-Frank Act, including clawback policy, pay and performance disclosure, pay ratios and employee and director hedging. ...
  19. Berlin-Bremen & St. Petersburg Listing Scams? Moscow Stock Exchange... Published: 2018-06-04 07:40:57
    6. Navigating ISS & Glass Lewis 7. Proxy Disclosures: The In-House Perspective 8. Clawbacks: What to Do Now 9. Dealing with the Complexities of Perks 10. Disclosure for ...
  20. Disclosure Review: Corp Fin Staff Discusses 2024 Priorities ... Published: 2024-04-05 00:04:19
    ... to commercial real estate market changes - Newly-required disclosures, including clawbacks, SPACs and cybersecurity - Meredith Ervine Take Me Back to the Main Blog Page Blog ...
  21. "Do Not Cross the Boss" : TheCorporateCounsel.net Blog Published: 2025-01-14 07:24:35
    ... That takes care of one aspect of the required Sarbanes-Oxley clawback (in this case, the ... The SEC is not one to let any prong of a SOX 304 clawback slip by, so it brought a claim ...
  22. Dodd-Frank Lives! Incentive Compensation Rules Revived : TheCorporateC... Published: 2024-05-13 08:20:20
    ... 2 covered institutions must be subject to downward adjustment, forfeiture and clawback. ... In addition, it would subject incentive pay to clawback for seven years after compensation ...
  23. Legal Training Published: 2018-04-20 15:40:51
    - Expanded definition of smaller reporting company - Hedging - Pay for Performance - Clawback policies - Universal proxies 2 Where are the Comments Coming From? * Probably ...
  24. UNITED STATES PROXY PAPER Published: 2015-11-16 09:12:44
    ... 29 Recoupment Provisions ("Clawbacks") ......to an executive that does not include a clawback provision and the company had a material ...
  25. New York, NY 10036 Published: 2009-02-09 19:40:17
    pay to executives and enhance the clawback mechanism by allowing the Treasury ... The existing rules do not require any "say on pay" provision. A clawback of bonuses and ...
  26. Microsoft Word - White Collar - SA - 03-06 - Electronic Discovery... Published: 2006-03-30 10:49:14
    The proposed rule amendments encourage so-called "non-waiver," "quick-peek," or "clawback" ... Indeed, a number of cases have rejected so-called "non-waiver," "quick peek," or "clawback...
  27. http://www.gibsondunn.com/publications/Pages/RiskMetricsGroupIS Published: 2008-12-02 16:33:03
    in which ISS will recommend votes "For" "clawback" shareholder proposals; Revised methods ... In the past, ISS generally reviewed shareholder proposals requesting "clawbacks" or ...
  28. Senator Dodd's Financial Reform Bill: A Potentially Crippling... Published: 2010-04-02 12:16:55
    targeting hot button topics such as "say on pay," proxy access and compensation clawback, the Dodd Bill proposes significant limitations on the availability of Regulation D ...
  29. SEC/CORPORATE SEC Seeks Comment on Possible Enhancement of Audit... Published: 2015-07-13 14:06:32
    ... SEC Proposes Rule Requiring Executive Compensation Clawbacks On July 1, the Securities and ... and disclose incentive-based executive compensation recovery (clawback) policies. ...
  30. Things to Keep in Mind For Your Annual Report Published: 2025-01-07 13:20:23
    ... Clawback Policies Although not new for the upcoming 10-K, exchange-listed companies were required to adopt clawback policies by December 1, 2023, and the policy was required to be ...
  31. clearygottlieb.com Published: 2024-09-26 14:26:31
    messaging and ephemeral communications, and compensation structures and clawbacks. ... the Compensation Incentives and Clawbacks Pilot Program and the Corporate ...
  32. Public Company Update Public Company Update Published: 2023-11-16 09:36:36
    S-K 2 Part II, Item 9B Compensation Clawbacks Item 402(w) of Regulation S-K Item ... be tagged in Inline XBRL. Compensation Clawbacks Checkbox Disclosure Issuers must include ...
  33. Some U.S. Regulators Re-Propose Incentive-Based Compensation... Published: 2024-05-14 15:28:59
    ... including minimum deferral periods and clawbacks for senior executive officers and ... However, several of the more onerous substantive provisions (such as deferral and clawback...
  34. Debevoise Update D&P Published: 2023-12-13 12:59:12
    ... 2023 4 7. ASSESS NEXT STEPS ON DODD-FRANK CLAWBACK POLICIES. Listed companies had until December 1, 2023 to adopt a Dodd-Frank clawback policy that complies with the SEC's Rule ...
  35. Trap for the Unwary: Retirement Provisions in Performance Awards... Published: 2025-01-19 12:04:32
    ... One practitioner we spoke with did think that it might be possible to view the forfeiture as akin the enforcement of a clawback provision, which would allow the expense to be ...
  36. Year 2 of the CEO Pay Ratio Disclosure: Some Investors Want More... Published: 2025-01-19 12:04:34
    ... If the fund's ownership percentage is significant, companies ought to consider the request. The history of these activist groups pushing for more and better compensation clawback ...
  37. Survey Results: Annual Meeting Conduct : TheCorporateCounsel... Published: 2016-01-15 08:58:16
    ... After: Its Impact & Practical Implications - Stats: Pledging & Hedging Policies/Clawbacks/Stock Ownership Guidelines - MTS Systems' Bonus Plan Performance Measure Disclosure - ...
  38. The First 100 Days: SEC Edition : TheCorporateCounsel.net Blog Published: 2025-04-30 07:20:17
    ... end its defense of the climate disclosure requirements that the SEC adopted in March 2024. The Staff has updated CDIs regarding clawback disclosures, Rule 10b5-1 and tender offers. ...
  39. Court Questions Prosecutor's Opposition to Corporate Payment... Published: 2006-05-15 06:09:02
    ... This is why companies need to address these tricky situations before they arise, within employment agreements and the like. Get some negotiating and drafting tips in the "Clawback ...
  40. The Floodgates are Now Open: More Governance Legislation : TheCorporat... Published: 2009-06-16 07:14:01
    ... adviser and his or her firm must be independent, as prescribed in the bill. 7. Clawbacks of Unearned Pay - The SEC would direct the exchanges to adopt listing standards ...
  41. D&O Insurance/Indemnification Published: 2025-05-30 00:00:00
    Insurance for IPOs & Direct Listings" - Woodruff Sawyer (10/23) "How The SEC's Final Clawback Rule Affects D&O Insurance Coverage" - Aon (6/23) "2023 Global Directors' & Officers' ...
  42. Document Retention Published: 2025-01-19 12:03:34
    ... Compliance Changes: Compensation Clawbacks & Third-Party Communication Apps" - ... Programs" - Gibson Dunn (3/23) "Clawbacks, Voluntary Disclosures, and Ephemeral ...
  43. Microsoft Word - 599_201007122038120066.doc Published: 2010-07-15 14:31:12
    ... 2005, when a policy requiring the clawback of bonuses for the years that Hampshire ... that Kuttner, of all people, put out on November 23, 2005 (the "Clawback Memorandum"). ...
  44. Microsoft Word - 02-11-09 US Treasury Department Announces New... Published: 2009-02-12 15:10:15
    excessive risk taking; Rule 2 - clawback rules that apply to incentive ... compensation arrangements. 5 Rule 2. The clawback rules will be expanded to the next 20 ...
  45. House Approves Dodd-Frank Financial Reform Law.qxd Published: 2010-07-07 12:06:02
    disclosures, mandate compensation clawback policies applicable when companies ... Clawback Policies Dodd-Frank will direct the SEC to require the national securities ...
  46. DRAFT … 05/29/09 Published: 2009-06-12 00:24:41
    ... subject to a provision for recovery or "clawback" by the financial institution if the ... and strategy; (4) require provisions for clawback of bonuses and incentive compensation ...
  47. PUBLICATIONS The Era of Private Ordering ... Published: 2017-08-28 18:54:31
    limit the scope of other provisions (clawbacks), prohibit the SEC from mandating the ... rules (pay-for-performance disclosure, clawbacks and disclosure of hedging policies) and ...
  48. Glass Lewis 2011 US Proxy Season Preview Published: 2011-02-16 19:14:24
    $75 million 5 Compensation Regulations * Clawback Policies - Requires compensation ... August and December 2011): - Clawback Policies - Director and Employee Hedging - Pay v. ...
  49. New PPP Interim Final Rules Address Loan Forgiveness Requirements Published: 2020-05-27 19:48:08
    deemed ineligible by the SBA (and will be subject to a clawback for any such fees paid). ... if the borrower is determined to be ineligible - including a clawback for these fees. ...
  50. View PDF Published: 2024-05-10 09:30:37
    ... minimum 3- year performance period). ─ Clawback: Minimum of 7 years from end of vesting, ... institution ▪ Requiring mandatory clawback of vested incentive compensation under ...
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