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Results from: TheCorporateCounsel.net
  1. EDITION FIFTH Proxy Statement Survey- What Really Matters to... Published: 2015-02-19 16:22:24
    ... proposals (i.e., pay-for-performance, clawbacks, compensation consultants, and conflicts ... awards, employee stock purchase plans, and clawbacks in connection with Say-on-Pay votes. ...
  2. W Published: 2010-03-30 15:51:00
    ... undertaking that permits an insurer to clawback advanced defense costs that later turn ... be aware of the related terms concerning allocation and clawback and to plan accordingly. ...
  3. 2021 Proxy Season Quick Reference Guide COVID-19-RELATED COMPENSATION... Published: 2021-01-13 23:32:46
    ... Clawback. Identify whether the company currently has any form(s) of compensation clawback in place, what incentive programs they cover and whether employment agreements should be ...
  4. Microsoft Word - _12045558___5__Client Alert - Public Company... Published: 2010-06-03 21:49:26
    ... There are no comparable provisions in the House Bill.  Clawback of "Erroneously ... and implement a policy providing for the clawback of "erroneously awarded" incentive-based ...
  5. http://www.stradley.com/newsletters.php?action=view&id=440 Published: 2009-03-25 13:28:27
    ... paid to any SEO is subject to a clawback if the payment was based on financial ... next 25 executives. * The original TARP clawback rules applicable to SEOs will be ...
  6. SECs Division of Enforcement Announces Revisions to Enforcement... Published: 2026-02-25 16:26:06
    ... to include detailed examples of what constitutes effective remediation (including clawbacks of executive compensation, prompt corrective disclosures, and retention of ...
  7. SEC Narrows Shareholder Proposal Exclusion for Rule 14a-8 Proposals... Published: 2015-10-23 14:31:00
    ... proposals relating to executive compensation matters, such as those seeking new clawback policies or modified approaches to accelerated change of control vest- ing, simply ...
  8. Corporate and Securities Alert Andrew L. Weil Alexander G. Fraser Published: 2013-12-03 20:32:22
    ... Rules regarding the relationship between executive compensation and performance have yet to be proposed. Clawback of compensation. Section 954 requires the SEC to direct the stock ...
  9. PowerPoint Presentation Published: 2025-07-29 19:05:34
    ... * Surge in shareholder proposals seeking ratification of severance arrangements. * Clawback listing rules finalized Environmental & Social: More Proposals on Ballots; Median ...
  10. Key Steps in the IPO Process Published: 2015-05-26 15:05:07
    ... Policy regarding hedging of company securities (disclosure) Proposal pending Yes Pay versus performance (disclosure) Proposal pending Unlikely Clawback policy None proposed Likely
  11. Industry Reports & Newsletters Published ... Published: 2018-01-31 15:39:35
    ... measuring pay for performance; and clawback of "erroneously awarded ... 2017, would repeal the hedging disclosure requirement and limit the clawback requirement. ...
  12. Thoughts for Boards - Key Issues in Corporate Governance for... Published: 2022-12-08 17:36:14
    ... See our memo, Antitrust Division Actively Seeking to Break up Corporate Interlocks.  Executive compensation clawback rules: Pursuant to the SEC's final compensation clawback ...
  13. Evaluation Form: Published: 2013-09-11 10:55:48
    ... 3 4 5 Best * "Creating Effective Clawbacks (and Disclosures)" Mike Melbinger-Winston & Strawn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...
  14. Shearman & Sterling LLP General Governance Practices Published: 2010-01-25 18:23:44
    ... broker discretionary voting authority, independent board chairs, compensation clawback policies, compensation consultant conflicts of interest, employee compensation ...
  15. For 2021 Year-End Reporting and 2022 Annual Meetings Published: 2022-02-28 18:52:17
    ... EVENT NOTES Monitor proposed/expected SEC compensation-related rules: * Mandatory clawback listing standards requirements * Pay-for-performance disclosure * Hedging policy ...
  16. Microsoft Word - UPDATE-Corp_2013_ ProxyAnnualReportingSeason... Published: 2012-10-16 15:17:06
    ... Clawbacks. Under the Dodd-Frank Act, the SEC must direct stock exchanges to prohibit ... provision, under the Dodd-Frank Act, the clawback policy will need to cover both current ...
  17. CorpGov_Book2_ECEB_050207.indd Published: 2007-12-19 23:14:54
    ... In particular, proposals regarding "clawback policies" and "specifi ed level of ... AWARDS* LIMITATION ON SERP BENEFITS** CLAWBACK POLICIES* SHARE OWNERSHIP** C O M P E N ...
  18. CEO/CFO Certifications Published: 2026-03-25 00:00:00
    ... Checklists "SOX Certification Requirement and Clawback Provision" - Simpson Thacher (10/16) "Management's Internal Control Reporting for Newly Public Companies" - PwC (12/14) NYSE ...
  19. Compliance Programs/Fraud Prevention Published: 2026-06-04 00:00:00
    ... Report on Whistleblower and Compensation Clawback Pilot Programs and Supplements Guidance" ... Compliance Changes: Compensation Clawbacks & Third-Party Communication Apps" - ...
  20. Independent Directors of the Board of Wells Fargo & Company Sales... Published: 2019-02-13 11:58:57
    ... As a result of the investigation, the Board has terminated for cause five senior executives of the Community Bank and has imposed forfeitures, clawbacks and compensation ...
  21. Via Hand Delivery Published: 2017-04-26 09:56:00
    ... and Reliable Financial Reporting Clawbacks CII opposes Section 849 of the Act because it would narrow the required scope for clawbacks of unearned compensation from corporate ...
  22. http://www.gibsondunn.com/publications/Pages/FinancialMarketsin Published: 2009-02-18 11:30:25
    ... Clawback Recovery of any bonus, retention award or incentive compensation to SEOs and 20 next most highly compensated employees if payment was based on statements of earnings, ...
  23. Form 10-K Form Check Guide (Fiscal Year Ended December 31, 2025... Published: 2026-04-30 11:16:04
    ... on Form 10-K Cover Page Restatement/Clawback Check Boxes In April 2025, the staff of ... or both of the restatement/clawback check boxes on the cover page of Form 10-K reports. ...
  24. Form 10-K Form Check Guide (Fiscal Year Ended December 31, 2025... Published: 2026-04-30 11:15:47
    ... on Form 10-K Cover Page Restatement/Clawback Check Boxes In April 2025, the staff of ... or both of the restatement/clawback check boxes on the cover page of Form 10-K reports. ...
  25. Bryan Cave Leighton Paisner - Caught Between a Rock and a Hard... Published: 2019-03-13 19:20:21
    ... Boards should seek to tie compensation incentives to cultural goals, in addition to financial goals, and consider clawback policies and loss of severance packages in harassment ...
  26. Corporate Update Published: 2015-01-27 18:44:22
    ... The updated Code also includes a requirement to include provisions in bonus and long term incentive plans that would enable performance adjustment or post-vesting clawback. ...
  27. View PDF Published: 2022-12-01 15:02:32
    ... 26, 2022, the SEC adopted the final "clawback rule" mandated by the Dodd-Frank Act ... all listed companies, including FPIs, to adopt and comply with a written clawback policy. ...
  28. Gibson Dunn: 2022 Year-End Securities Enforcement Update Published: 2023-02-15 17:04:33
    ... because we expect behaviors to change."[5] 2. Individual Accountability and Use of Clawback Authority As in prior years, the Commission emphasized its continued focus on ...
  29. June 27, 2024 Published: 2024-07-17 10:10:31
    ... Item 601(b)(97) of Regulation S-K Disclosure related to the registrant's clawback policy * File the clawback policy as an exhibit to the annual report on Form 10-K * Disclosure via ...
  30. PwC's Governance Insights Center | August 2024 Published: 2024-08-26 11:10:10
    ... That transformation is readily apparent when looking at disclosures related to executive compensation. New SEC rules require companies to adopt clawback compensation policies and ...
  31. Irregular Time-A Quasi-Proposed Rule on Incentive-Based Compensation Published: 2024-05-21 15:42:18
    ... or downward adjustment of awards Clawback of paid awards if certain triggers were ... adjustment, and clawbacks No transaction/volume-based incentive-based compensation. ...
  32. The Proxy Season Field Guide Published: 2017-03-22 16:03:37
    ... proposals (i.e., pay-for-performance, clawbacks, compensation consultants, gender pay ... package; (iii) the modification of the clawback requirement so that it would only apply ...
  33. Microsoft Word - FIRM_DM-#12995350-v5-Global_Finance_Alert_5... Published: 2010-05-12 18:18:23
    ... provisions for all public companies, which would require, among other things, clawbacks for earnings restatements, an "independent compensation committee," and "say on pay" ...
  34. What Published: 2009-12-19 09:50:03
    ... The company is also permitted to take into account policies, such as stock retention or bonus clawback policies, which mitigate other pay practices that could lead to inappropriate ...
  35. Alert Published: 2009-12-21 13:03:25
    ... actions of employees in the short- and long-term, such as through policies requiring clawbacks or imposing holding periods. * Policies regarding adjustments to compensation ...
  36. SECs New Years Resolution Requires Companies to Enhance Compensati... Published: 2009-12-28 17:46:51
    ... of risks resulting from the actions of employees (e.g., through the use of clawbacks or holding periods); the registrant's policies regarding adjustments to its ...
  37. Microsoft Word - CII Corporate Governance Reform Advocacy Letter... Published: 2008-12-09 12:25:12
    ... for advisory shareowner votes on the compensation of senior executives. 7. Stronger Clawback Provisions: At a minimum, senior executives should be required to return unearned ...
  38. Heads Up Published: 2009-11-12 17:43:14
    ... the third condition and asked whether a clawback feature would prevent a private equity ... The staff indicated that a clawback feature alone would not prevent the investment manager ...
  39. SEC Report Cautions Public Published: 2018-10-22 13:47:03
    ... stopped before they are made or reversed promptly after discovery, they are often not discovered for weeks or even months, long after most transfers stand any chance of clawback. ...
  40. SEC Adoption of Current Reporting ... Published: 2023-05-05 10:26:39
    ... to general partner or limited partner clawbacks as proposed, except that reporting is ... of general partner or limited partner clawbacks of 10 percent or more of a fund's ...
  41. 2023 Risk Management and the Board of Directors Published: 2023-10-03 17:45:54
    ... companies to maintain a compensation clawback policy, introducing a new compliance ... Importantly, the new rules limit board discretion with respect to clawbacks: an issuer is ...
  42. printmgr file Published: 2025-02-25 17:16:54
    ... Compensation Recovery ("Clawback") Policy Our policy on the recovery of incentive ... Overseeing our policy on the recovery ("clawback") of incentive compensation and our ...
  43. SECURITIES LITIGATION INVOLVING VENTURE CAPITAL FIRMS AND THEIR... Published: 2009-05-27 14:09:38
    ... inaccurate (commonly referred to as a "clawback" requirement). Prior to passage of EESA, the only federally mandated clawback provision was found in the Sarbanes-Oxley Act ...
  44. Microsoft Word - 9193 WeilBriefing_SEC-CG_v2.DOC Published: 2010-01-04 17:29:48
    ... and/or compensation recapture (or "clawback") policy in order to mitigate excessive ... such as through provisions for clawbacks or minimum equity holding periods; o The ...
  45. E-Minders Published: 2025-01-19 12:03:31
    ... Articles include: - Key Takeaways from Our Proxy Disclosure & 18th Annual Executive Compensation Conferences - Compensation Clawbacks in the Courts - Two Interesting Cases on ...
  46. E-Minders Published: 2025-01-19 12:03:31
    ... The issue includes articles on: SEC Reopens Comment Period for Compensation Clawback Rules ISS and Glass Lewis Update Proxy Voting Guidelines Accounting Rules Now Allow Private ...
  47. NYSE Guidance Published: 2026-04-21 00:00:00
    ... - Sullivan & Cromwell (6/13) NYSE/Nasdaq '23 Clawback Proposal Dorsey (6/23) "Letter from 39 Law Firms on Clawback Listing Standards" (4/23) Greenberg Traurig (3/23) ...
  48. LOGIN GO > FORGOT PASSWORD? (/USER/PASSWORD) NOT A SUBSCRIBER... Published: 2016-05-04 15:16:54
    ... Stock ownership guidelines Δ i. Stock trading rules, including anti-hedging j. Incentive compensation clawbacks 3. Summary of Executive Compensation Benchmarking: Results of any ...
  49. Microsoft Word - 2251006_13_Alert Memo - Not Just Financial Reform... Published: 2010-07-22 13:29:23
    ... securities laws; and o Mandating a clawback in the event of an accounting ... 14 * Section 954 is similar to the clawback requirement imposed under Section 304 of ...
  50. Microsoft Word - 23207188.16 Published: 2010-07-01 14:11:21
    ......... 128 xii 6 - Clawbacks......129 Subject Provisions (Citation) 6 - Clawbacks Requires listed companies must develop ...
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