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Results from: TheCorporateCounsel.net
  1. Checklist: Restatements By TheCorporateCounsel.net Published: 2023-06-07 10:18:05
    ... to be able to file Jumbo Form 10-K. 8. Potential Subsequent Ramifications a. Clawbacks: i. ... Many companies have voluntarily adopted clawback policies covering both cash and equity ...
  2. C:\DOCUME~1\ayo\LOCALS~1\Temp\\REGMODII.lc Published: 2009-11-10 12:03:04
    ... Sec. 954. Executive compensation disclosures. Sec. 955. Clawback. Sec. 956. Disclosure ... SEC. 955. CLAWBACK. 9 Section 16 of the Securities Exchange Act of 1934 10 (15 U.S.C. 78p) ...
  3. Home About Us FAQs Trending Topics ... Published: 2014-03-31 16:20:13
    ... The only such proposal to receive majority support was a compensation-clawback proposal at McKesson, which received 52 percent of the vote. Overall, proposals related to executive ...
  4. 2016 Proxy Season Preview Published: 2016-03-01 18:02:54
    ... Several other anticipated disclosure rules are not yet finalized, including those related to executive pay-versus-performance, clawbacks of incentive-based executive compensation, ...
  5. Annual Meeting Guidebook A Guide to Broadridge's Corporate Issuer... Published: 2020-03-06 14:40:59
    ... filing for the quarter. * There has been talk of listing standards for clawbacks of compensation to adopt the SEC's 2015 proposal to implement Section 954 of the Dodd-Frank Act. ...
  6. Selected Issues for Boards of Directors in 2020 Published: 2020-01-13 13:36:41
    ... 0 2 0 JA N UA RY 2 0 2 0 8 Compensation Clawbacks and Advancement of Legal Fees A ... Hertz Corporation sought a clawback of the compensation of executives (and sought other ...
  7. Microsoft Word - 3-19-10 Corporate Governance Group Client Alert... Published: 2010-03-19 21:46:40
    ... disclosure could include a graphic representation of the required information. Clawbacks. ... The amount of an officer's clawback obligation would be the amount in excess of what would ...
  8. 2017 NORTH AMERICA AGM SEASON PREVIEW Published: 2017-03-27 16:23:33
    ... The long- awaited final rule on Dodd Frank clawback provisions is notable among those in limbo. APPENDIX The Proxy Season Preview Webinar accompanying this document may be found at ...
  9. Investment Management Material Investment Management Developments... Published: 2022-05-05 10:37:38
    ... of general partner or limited partner clawbacks. * Removal of a private fund's general ... the amount of the private fund adviser's clawback by the amount of taxes (actual, ...
  10. Fraud Section - Year in Review - January 2025 Published: 2025-06-11 12:51:37
    ... Pursuant to the Criminal Division's March 2023 Compensation Incentives and Clawbacks Pilot ... Program for Compensation Incentives and Clawbacks In March 2023, the Department launched ...
  11. S&C Publication: 2024 Hot Topics for Boards and Committees Published: 2024-09-12 11:34:22
    ... -5- 2024 Hot Topics for Boards and Committees  Reassessing Clawback Policies - After the NYSE and Nasdaq clawback rules requiring listed companies to mandate recoupment of ...
  12. PUBLICATIONS DOJ to Develop New Whistleblower Program to Augment Published: 2024-03-15 10:37:40
    ... fully with the government,[5] establish clawbacks of compensation given to individual ... Program on Compensation Incentives and Clawbacks, Revisions to Corporate Guidance ...
  13. SHAREHOLDER PROPOSAL DEVELOPMENTS DURING THE 2024 PROXY SEASON Published: 2024-07-30 09:49:13
    ... goals; (iii) compensation clawback policies; (iv) equity award vesting; (v) ... submitted in 2022. 6 amendments to clawback policies for incentive compensation ...
  14. 1486429-2023 GIC-GAAP-non-GAAP PDF+Web Graphics Published: 2024-03-20 10:35:57
    ... required disclosures on pay for performance, cyber risk governance and clawback policies. ... Similarly, investors will be examining how companies respond to the clawback rules that ...
  15. Federal Trade Commission Issues Sweeping Non-Compete Ban Published: 2024-04-25 11:54:16
    ... The rule also takes aim at forfeiture-for-competition provisions, including those requiring or permitting the forfeiture or repurchase of equity interests or the clawback of ...
  16. Compliance Dates Are Set: A Roadmap for Private Fund Advisers... Published: 2023-10-06 10:32:10
    ... regulatory, examination, or compliance fees without disclosure; and (iv) reducing GP clawbacks of fees from advisers by amounts due for certain taxes without adequate disclosure. ...
  17. ISS and Glass Lewis Update Their Proxy Voting Guidelines for... Published: 2016-11-30 16:54:40
    ... subject to performance conditions; * Whether the company maintains a clawback policy; and/or * Whether the company has established post-exercise/vesting shareholding requirements. ...
  18. In depth US2014-01 Revenue recognition Asset management supplement Published: 2014-09-26 14:53:41
    ... fees that are based on current assets under management and are not subject to clawback. ... from a fund exceed the clawback portion of the historic performance fees distributions. ...
  19. U.S. Legislation Subjects Directors and Officers of Foreign Private... Published: 2025-12-16 11:40:39
    ... FPIs should revisit who they have designated as "executive officers" in their disclosure and in connection with the adoption of their clawback policies as those same officers will ...
  20. TEN HOT TOPICS Published: 2018-07-03 15:37:58
    ... on equity award vesting * 6 proposals on clawbacks * 22 proposals on using particular performance metrics * 12 proposals on clawbacks * 8 proposals on equity award vesting ...
  21. Weil, Gotshal & Manges LLP Published: 2014-11-12 19:03:20
    ... l ¡ Whether the company maintains a clawback policy l ¡ Whether the company has ... Consideration of One-Off Awards and Clawback Policies - NEW Glass Lewis has added a ...
  22. Davies Governance Insights 2015 Published: 2015-11-17 21:08:01
    ... 73% 72% 82% 81% 74% 2015 2014 2013 2011 TSX 60 Completion Index SmallCap Index CLAWBACKS Clawback provisions require CEOs to either repay some or all of their bonuses or ...
  23. http://www.foleyhoag.com/NewsCenter/Publications/Alerts/Busines Published: 2009-03-05 01:53:40
    ... Your company's incentive plans may have their own separate clawback provisions. At a minimum, your compensation committee may have a problem on its hands. Incorrect financial ...
  24. 2025 Global Compliance Risk Benchmarking Survey Published: 2025-10-07 10:48:03
    ... of organizations have compensation clawback or withholding policies in place, but ... structures, including clawbacks, to incentivize compliance and punish non-compliance. ...
  25. Copyright © 2022 Wilson Sonsini ... Published: 2022-12-15 16:07:08
    ... Compensation Recoupment ("Clawback") Provisions Glass Lewis updated its guidance on ... listing standards to implement the new clawback policy rules, after which listed ...
  26. Plan Scorecard Frequently Asked Questions Published: 2025-04-02 10:48:58
    ... practice, particularly for large cap, mature companies. › A clawback policy that includes equity grants - clawback policies are seen as potentially mitigating excessive ...
  27. DODD-FRANK Preliminary 2014 Proxy Season Checklist Published: 2013-09-30 13:53:42
    ... in 2014. 3. Clawback requirements (Section 954 of the Dodd-FrankAct)  Disclosure of policy on incentive-based compensation based on financial information  Clawback in the ...
  28. Faster, Stronger, Better. Published: 2021-11-08 11:25:39
    ... our programs that include a stringent clawback policy, rigorous stock ownership ... or pledging Company stock * Stringent clawback policy applicable to directors and ...
  29. Proxy Statement 2021 Published: 2025-08-05 10:10:21
    ... Risk Mitigation ü Compensation Recovery/Clawback ü Stock Ownership Requirements ü ... risk including recovery/clawback policies, stock ownership guidelines, ...
  30. 30 directors & boards Published: 2012-04-13 21:16:36
    ... Dodd-Frank implementation 9% Mandatory clawbacks 9% independent board chair 4% advisory ... Dodd-Frank implementation 7% Mandatory clawbacks 4% advisory votes on golden parachutes ...
  31. Preliminary 2011 Proxy Season Checklist Published: 2010-10-26 12:30:35
    ... July 2011 4. Clawback requirements (Section 954 of the Dodd-Frank Act) -Disclosure of policy on incentive-based compensation based on financial information -Clawback in the event ...
  32. 01959-HC ERP74_v3.indd Published: 2008-12-01 20:36:36
    ... Proposals that saw some action in 2008 included "say on pay," a ban on tax gross-ups, clawback provisions, and internal pay equity policies. Review governance policies. It may be ...
  33. Governance Changes Under Dodd-Frank: What to Do and When Published: 2010-09-17 19:59:10
    ... in connection with extraordinary corporate transactions, heightened inde- pendence requirements for compensation committee members and advisors, and clawback policy requirements. ...
  34. ExecComp_Update_021609.qxp Published: 2009-02-17 15:59:44
    ... Clawback of Bonuses for Deceptive Practices The Act contemplates the recovery of any ... this provision would apparently permit a clawback even where the affected employee had no ...
  35. http://www.simpsonthacher.com/newsletter/index.cfm?itemId=F9510 Published: 2009-02-20 12:05:13
    ... Clawback on Bonuses Paid to "Top 25" based on Materially Inaccurate Financial Statements. ... that the employees subject to this clawback provision be responsible for the inaccuracy). ...
  36. W&C Standard Template Published: 2018-02-21 14:16:10
    ... Expanded Clawback In addition to supporting shareholder proposals for clawbacks from any senior executive whose compensation was based on faulty financial reporting or deceptive ...
  37. Microsoft Word - 9179_WeilBriefing_CG_2009-12-14.doc Published: 2009-12-15 11:28:21
    ... such other period determined by the SEC. 18 Clawbacks of Unearned Performance-Based Pay. ... than the existing incentive compensation clawback provided by Section 304 of the Sarbanes- ...
  38. OFFICE OF THE NEW YORK CITY COMPTROLLER SCOTT M. STRINGER | 1 Published: 2020-12-02 18:22:33
    ... The letter called on the board to enact a clawback policy to empower the board to recoup ... Opioid-Related Risks at Johnson and Johnson Executive Compensation Clawback Disclosure ...
  39. Deconstructing Proxy Statements - What Matters to Investors Published: 2015-02-17 15:30:34
    ... pay 28 Board evaluation process 28 Clawbacks 24 Corporate social responsibility or ... profile 10 Board evaluation process 10 Clawbacks 7 Realized/realizable pay 5 Ratio of ...
  40. STRAIGHT TALK IS GOOD BUSINESS. Published: 2014-11-18 19:00:26
    ... conditions; (5) whether the issuer has a clawback policy; and (6) whether the issuer has ... favorable to the issuer (for example, a clawback policy if an issuer will seek ...
  41. Inside back cover Published: 2015-12-18 11:09:34
    ... in accordance with SEC rules (commonly known as "clawback of executive compensation"). ... Additionally, companies may wish to add a reference to establishing clawback policies to ...
  42. Empirical Research on ESG Factors and Engaged Ownership Published: 2021-12-03 10:25:34
    ...0and%20Mullainathan_2001_Elites.pdf. 25. Clawback provisions enabling the recoupment of ... Chan, L., Chen, K. C. W., Chen, T. and Yu, Y. 2011. The Effects of Firm-Initiated Clawback ...
  43. Blank Published: 2017-01-13 17:40:50
    ... CFO Clawbacks In a significant legal development for the Division of Enforcement, a federal court of appeals recently affirmed the authority of the SEC to obtain clawbacks of ...
  44. 2024-2025 YEAR-END TOOL KIT Published: 2025-02-21 11:07:04
    ... Summary of Requirement Clawback check boxes: added by Listing Standards for Recovery of ... Summary of Requirement Clawback check boxes: added by Listing Standards for Recovery of ...
  45. WSGR Alert Published: 2025-01-06 14:39:26
    ... "robust" clawback policy in the "Executive Compensation Analysis" section of its company research reports for purposes of say-on-pay vote evaluations, a company's clawback policy ...
  46. Section 16 Reporting to Apply to Directors and Officers of Foreign... Published: 2026-01-08 10:13:52
    ... the same as the definition used for purposes of the FPI clawback rules. Therefore, FPIs may have already identified their Section 16 officers when implementing the clawback rules. ...
  47. Brian V. Breheny Published: 2014-11-12 17:57:14
    ... conditions; whether the company has a clawback policy; and whether the company has ... tices" analysis. * For a company with no clawback or share holding period requirements, ...
  48. The Emergency Economic Stabilization Act of 2008 Published: 2008-10-06 11:40:37
    ... that encourage unnecessary risk-taking, clawback of bonuses or incentive compensation ... Notably, the standards for clawbacks and golden parachute payments only apply to "senior ...
  49. What audit committees should prioritize in 2023 (pdf) Published: 2023-05-24 19:21:41
    ... for the clawback of incentive-based compensation due to an accounting restatement. ... Companies that have clawback policies should review the terms and consider what changes ...
  50. GLASS LEWIS - POLICY UPDATES FOR 2023 PROXY UPDATE Published: 2023-02-15 15:49:36
    ... to create new listing requirements for clawback policies in the event of a financial ... to raise concerns at companies with clawback policies that only meet the requirements ...
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