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Results from: TheCorporateCounsel.net
  1. BEST DISCLOSURE: COMPANY- SHAREHOLDER ENGAGEMENT Published: 2015-12-09 18:46:28
    ... Prudential Financial adopted proxy access, extended its compensation clawback policy, ... to these engagements: * Extended its clawback policy to cover all incentive-based ...
  2. Blank Published: 2010-07-22 14:05:16
    ... of Erroneously Awarded Compensation (Clawbacks) Section 954 of the Act adds a new ... that does not adopt "clawback" policies to recover compensation in certain circumstances. ...
  3. Federal Court Allows Exclusion of Rule 14a-8 Shareholder Proposal... Published: 2014-02-26 13:33:47
    Express Scripts had not adopted a clawback policy to recoup unearned executive pay based on fraud or error. * Express Scripts adopted a clawback policy in 2011, which became ...
  4. T H E D E B R I E F I N G D.F. KING Published: 2018-11-05 12:51:15
    REQUIRE INDEPENDENT CHAIR PROXY ACCESS ELIMINATE SUPER MAJORITY CLAWBACK COMPENSATION ... PROXY ACCESS ELIMINATE SUPER MAJORITY CLAWBACK COMPENSATION RELATED TYING E&S MEASURES ...
  5. Microsoft Word - NY2-#656855-v2-Client_Alert_--_Treasury_Ties... Published: 2009-02-06 16:52:46
    ... AIG and Bank of America, which only provide for a clawback for the top five senior executives, these guidelines impose a clawback for the next twenty senior executives as well. ...
  6. http://www.seyfarth.com/index.cfm/fuseaction/publications.publi Published: 2008-11-04 08:42:28
    ... the financial institution; (ii) required clawback of any bonus or incentive compensation ... Mandatory Clawbacks An institution that participates in the Capital Purchase Program or ...
  7. Inside Track with Broc: Joe Bartlett on Getting Creative with... Published: 2025-01-19 12:03:41
    ... burdened with the customary protective provision-the so-called "clawback." In venture and buyout funds, the clawback operates to "true up" allocations and distributions of profits ...
  8. Latest Changes to ISS and Glass Lewis Proxy Voting Guidelines Published: 2025-01-27 16:09:14
    ... Robust Clawback Policies - This year, ISS added a new FAQ concerning the requirements for a clawback policy to be considered "robust" under the "Executive Compensation Analysis" ...
  9. Microsoft Word - Corporate -- DoddFrank CA - Aug 2010.DOC Published: 2010-08-16 18:06:44
    ... Compensation Clawbacks. The Act requires the SEC to direct national securities exchanges to require companies to develop and implement policies providing for the clawback of ...
  10. Brochure template Published: 2015-01-20 15:12:00
    ... Malus and clawback: Including clawback and/or malus in bonus and long term incentive plans has become the norm. Further impetus has been added by recent changes to the Corporate ...
  11. 2021 Proxy Season Preview Published: 2021-02-23 17:21:07
    ... a factor. 2021 Proxy Season Preview - United States 6 * Clawbacks Almost everyone has one. Almost no one uses it. Clawbacks are a prominent but highly underutilized tool in many ...
  12. © 2024 HUSCH BLACKWELL LLP. ALL RIGHTS RESERVED HUSCHBLACKWELL... Published: 2024-01-09 11:53:57
    ... Executive compensation clawbacks © 2024 HUSCH BLACKWELL LLP. ALL RIGHTS RESERVED HUSCHBLACKWELL.COM In June 2023, the SEC approved the executive compensation clawback listing ...
  13. The Third Attempt: Banking Agencies Revive Incentive-Based Compensatio... Published: 2024-05-21 15:11:05
    ... in the SEC's final rule to implement clawback provisions required by section 954 of ... in a financial restatement; or (v) other poor performance or misconduct. ■ Clawback. ...
  14. (Some) Banking Agencies Repropose Dodd-Frank 956 Incentive Compensatio... Published: 2024-05-10 09:13:14
    Forfeiture, Downward Adjustment & Clawback: The applicable agencies invite feedback ... forfeiture, downward adjustment and clawback, contractual bans on personal hedging, ...
  15. Preparing Published: 2024-12-23 08:57:43
    ... ISS GUIDANCE ON "ROBUST" CLAWBACK POLICIES ISS has indicated it is looking for a "robust" clawback policy, which has left some companies wondering what exactly ISS means. In ...
  16. This Sidley Update has been prepared by Sidley Austin LLP for... Published: 2010-05-24 12:18:23
    ... Reforms Update Page 5 Expanded Clawback Requirements ......discretionary voting, the adoption of clawback policies, disclosure of a company's ...
  17. Proxy Voting Fact Sheet Published: 2014-06-02 18:47:00
    ... Two pay clawback proposals that went to a vote received support of more than 30 percent of ... Two compensation clawback proposals (at Whole Foods and BB&T Corp.) each received more ...
  18. Proxy Design Library Published: 2021-11-02 14:05:00
    ... have adopted an Incentive Compensation Clawback Policy and an Anti-Hedging Policy we do ... through a robust financial restatement clawback policy applicable to our executive ...
  19. Debevoise In Depth Published: 2023-12-27 10:43:44
    ... Q&A.  Clawback Provisions: In addition to incorporating the new NYSE and Nasdaq listing requirements, Glass Lewis has updated its views to state that effective clawback policies ...
  20. Header Lance A. Zinman Partner and Global Chair, Published: 2023-06-08 12:50:39
    ... ADDITIONAL NOTES Section 4, Item D, Q.82 * "General Partner Clawbacks" or * "Limited Partner Clawbacks" in excess of an aggregate amount equal to 10% of a fund's aggregate ...
  21. New York Washington, D.C. Los Angeles Palo Alto London... Published: 2022-12-15 17:16:18
    ... Clawback Policies: On October 26, 2022, the SEC adopted final mandatory clawback rules, directing national securities exchanges and associations to require policies mandating the ...
  22. Public Company Update Public Company Update Glass Lewis Releases... Published: 2025-04-02 13:51:15
    November 2023 Follow @Paul_Hastings 2 Public Company Update Clawback Provisions: Glass Lewis expanded upon its clawback guidance. In addition to complying with the applicable SEC ...
  23. Compensia Published: 2010-01-19 11:08:23
    and uni- versal compensation recovery ("clawback") policies - it's simply a matter of ... Interestingly, many of these features, such as compensation recovery ("clawback") policies ...
  24. Economic Stimulus Package Imposes New Executive Pay Restrictions... Published: 2009-02-18 17:59:07
    ... Extension of Compensation Clawback to 20 Most Highly Paid Executives The Act allows for ... The Act extends this clawback further down into the organization to the top 20 next most ...
  25. The Stimulus Bill Imposes Further Executive Compensation Restrictions Published: 2009-02-20 12:38:14
    ... In neither case is a change in control required, thus obviating the meaning of "golden parachute." Clawback Requirements. The stimulus bill expands the TARP clawback provisions to ...
  26. Treasury Outlines Compensation Practices Reform and Issues Interim... Published: 2009-06-16 23:37:28
    ... to be paid pursuant to us ed , 2009 * Clawback Imposed for Any Bonus Based on ... This clawback provision, which is broader in scope than the clawback in Sarbanes-Oxley, is ...
  27. R Published: 2017-05-16 12:07:11
    ... Repeal Executive Compensation Clawbacks Amend Say---on---Pay and S ... Repeal* (3.) Executive Compensation Clawbacks - In the event of a financial restatement, c ...
  28. http://reedsmithupdate.com/ve/ZZx30hBj917682CYuR6/stype=print Published: 2009-11-18 17:55:14
    ... involving the issuer's stock Clawbacks The proposal provides for a three-year ... Clawback is permitted of compensation amounts in excess of what would have been paid under ...
  29. Guide to Proxy Design 2014 Published: 2014-09-11 13:18:20
    ... . . . . . . . . . . . . . . . . . . 40 "Clawback" Policy Regarding the Adjustment or ... 14 Pledging and Hedging 14 Clawback Policy 14 Communications with the Board ...
  30. 2015 PROXY SEASON PREVIEW By Shirley Westcott April 2015 Overview Published: 2015-04-03 16:57:31
    ... of supermajority provisions, stronger clawback policies, or the pro rata vesting of ... which include incentive compensation clawbacks, internal pay ratios and executive ...
  31. Cleary M&A and Corporate Governance ... Published: 2018-11-02 13:14:48
    ... recoupment provisions ("clawbacks") and is focusing on the specific terms of these policies, rather than merely analyzing whether the clawback satisfies minimum legal requirements. ...
  32. Corporate Governance and Executive Compensation Provisions in... Published: 2010-05-25 12:46:19
    ... C. Recovery of Erroneously Awarded Compensation (Clawbacks) Section 954 of the Senate Bill ... that does not adopt "clawback" policies to recover compensation in certain circumstances. ...
  33. http://ipublish.ehoganlovells.com/create_email_08.asp?MID=61072 Published: 2010-07-26 19:10:53
    ... Recovery of Erroneously Awarded Compensation (Clawbacks) To comply with the Act and ... to develop and implement a clawback policy for compensation based on financial results. ...
  34. Microsoft Word - nusbacher_sox redux corporate governance_aug2010... Published: 2010-08-16 14:05:38
    ... Clawbacks The Act provides that the following provisions are to be implemented through ... Adoption of Clawback Policy. Listed companies will be required to adopt and implement a ...
  35. W W W I S S G O V E R N A N C E C O M U N I T E D S T A T E Published: 2024-12-16 15:47:13
    ... is needed in order for ISS to consider a clawback policy "robust," as displayed in the ... is needed in order for ISS to consider a clawback policy "robust," as displayed in the ...
  36. Microsoft Word - CGR Memo - ISS and Glass Lewis Issue Proxy Voting... Published: 2024-04-01 12:16:20
    ... Clawback Provisions. In response to new New York Stock Exchange and Nasdaq listing requirements, Glass Lewis has updated its discussion of clawback provisions. Glass Lewis believes ...
  37. LEGAL UPDATE Published: 2024-06-06 09:23:16
    ... Examples include (i) charging investigation-related fees without disclosure or consent, (ii) tax adjusting the adviser's carried interest clawback without reporting the clawback ...
  38. Events". This Client Alert is Published: 2010-10-22 13:03:47
    ... Clawback Section 954 of the Act builds on Section 304 of the u.S. Sarbanes-Oxley Act of 2002 ("SOX") by directing the SEC to require national securities exchanges to adopt clawback ...
  39. PricewaterhouseCoopers LLP, 400 Campus Dr, Florham Park, NJ 07932 Published: 2012-04-09 18:59:00
    ... company instituted clawback provisions in the contracts of the CEO and/or other senior-level executives? If not, why? If so, are the triggers of the clawback provisions clearly ...
  40. Legislative_Update_05.26.10:Layout 1.qxd Published: 2010-05-27 20:37:27
    ... Expanded Clawback Requirements * The Bill would require the SEC to adopt rules to direct ... that is not in compliance with compensation clawback requirements included in the Bill. ...
  41. New York Washington, D.C. Los Angeles Palo Alto... Published: 2016-07-11 17:25:35
    ... calling for the prohibition of "golden parachutes" and for the adoption of clawbacks. ... 35 0 4 Stock retention 11 11 17% 23 0 0 Clawbacks 6 16 14% 29 0 0 Other ...
  42. Era Anagnosti Colin J. Diamond Maia... Published: 2020-01-06 10:58:46
    ... to do so for this year's proxy disclosure. (5) Clawback Policies on the SEC Agenda Again: The SEC's proposed clawback rules from 2015 pursuant to Section 954 of the ...
  43. Webcast - "Pat McGurn's Forecast for 2017 Proxy Season" Published: 2017-01-18 00:00:00
    They thought the SEC would finally adopt the Dodd-Frank rules regarding clawbacks and ... compensation proposals that look like clawbacks, and compensation proposals that look ...
  44. ISS and Glass Lewis Update 2024 Proxy Voting Policies Cooley Published: 2023-12-28 14:25:27
    ... adopted for 2024. Compensation Clawback provisions Glass Lewis believes, in addition to meeting listing requirements, that effective clawback policies should provide companies ...
  45. © 2023 Troutman Pepper Hamilton ... Published: 2023-05-11 15:24:52
    ... Any general partner clawback or a limited partner clawback (or clawbacks) in excess of an aggregate amount equal to 10% of a reporting fund's aggregate capital commitments; ...
  46. © 2023 Winston & Strawn LLP Published: 2023-05-10 14:55:13
    ... partner clawbacks in excess of 10 percent of a fund's aggregate capital commitments have occurred (including the effective date thereof, and the reason for any such clawback). ...
  47. Citigroup Inc. Published: 2025-01-29 15:22:10
    ... governance practices, including expanded clawback policies and a new requirement that ... The risk mitigants include substantial deferrals, vesting periods, broad-based clawbacks, ...
  48. Audio Archives and Transcripts of Webcasts Published: 2025-12-12 10:22:43
    On Demand CLE Credit: Related Party Transactions: Refresher & Lessons Learned from Enforcement Focus (12/23) On Demand CLE Credit: More on Clawbacks: Action Items and ...
  49. --No Title-- Published: 2025-12-08 00:00:00
    Report and Proxy Season: It's Go Time!" - Mayer Brown (11/25) "Guide to the 10-K Clawbacks Checkboxes" - Cooley (6/25) "PFAS Risk Factor Disclosures-Is It Time for an Update?" ...
  50. Compensia Published: 2010-08-25 20:09:11
    Compensation Recovery ("Clawback") Policy Listed companies Although there is no deadline for SEC rulemaking, we expect these rules to be in place for the 2011 proxy season ...
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