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Results from: TheCorporateCounsel.net
  1. BOARD RESPONSES TO SHAREHOLDER RESOLUTIONS: THE DEVIL IS IN THE... Published: 2013-01-23 19:12:41
    ... In ctrl. 13 12 12 92% Eliminate golden coffins 2 2 2 100% Eliminate tax gross-ups 2 1 1 50% Allow shareholders to vote on SERPs 2 2 2 100% Adopt a clawback policy 2 1 1 50% Adopt ...
  2. 2018 PROXY SEASON PREVIEW By Shirley Westcott March 2018 Overview Published: 2018-03-20 16:25:34
    ... rulemaking on compensation matters-clawbacks, employee and director hedging, and ... independent board chairs and expanding clawback policies to recover pay from executives ...
  3. Key Takeaways Published: 2023-08-22 15:14:25
    ... terms relating to price (and formulas for determining price), vesting, acceleration, forfeiture and clawback provisions - some of the most significant terms in any equity award. ...
  4. Davies Governance Insights 2013 Published: 2013-12-17 11:37:05
    ... 2011) and SmallCap Index issuers less again (2.06x, down from 2.12x in 2011). CLAWBACKS Clawback provisions require the CEO to either repay some or all of the bonus or relinquish ...
  5. Microsoft Word - 2020 Proxy and Annual Report Season Time to... Published: 2019-10-08 13:59:31
    ... risk, human rights, political activities (spending and lobbying disclosure) and clawbacks. 17 And even shareholder proposals falling short of majority approval may also impact ...
  6. Microsoft Word - UPDATE_Corp_Proxy_Report_Season_1110_V3.docx Published: 2010-11-17 11:53:20
    ... Pay-for-Performance, Internal Pay Comparison, Hedging and Clawbacks. The Dodd-Frank Act ... adopt rules regarding incentive pay clawback provisions. Specialized Disclosures. ...
  7. Congress Passes Sweeping Changes to Labor and Employment Whistleblower... Published: 2010-07-20 19:45:18
    ... The Wall Street Reform Act addresses issues such as:  Recovery of erroneously awarded compensation (clawbacks)  Executive compensation disclosures (internal pay equity)  ...
  8. Canadian 2019 proxy season: what lies ahead Published: 2018-11-29 14:42:45
    ... It generally focuses on one or more of the "5 Ps": * Policy infrastructure (i.e., minimum equity requirement, double trigger provisions, clawback policies, etc.), * ...
  9. Adam M.S. Glant Kanika Chander Allan R. Abravanel Karl J. Ege Published: 2010-07-26 20:14:58
    ... If repayment falls short through the process of orderly liquidation, the government will seek repayment first, through the clawback of payment to creditors exceeding liquidation ...
  10. Preparing Published: 2024-12-22 10:48:54
    ... statements for 2024, check the relevant box on the cover of the annual report and conduct a compensation recoupment analysis under your Dodd-Frank clawback policy, if required. ...
  11. Leveraged Finance 101 - A Covenant Handbook Published: 2022-10-06 18:56:56
    ... after the issuance date (commonly referred to as the "equity clawback" or "equity claw"). ... amount of the notes in an equity "clawback," although 40% has become increasingly common. ...
  12. Weil, Gotshal & Manges LLP Published: 2018-11-29 19:18:15
    ... for smaller reporting companies, grants on front-loaded awards, and clawback policies with a specific focus on the terms of the policy not just whether a company has such a policy. ...
  13. Webcast - "Pat McGurn's Forecast for 2018 Proxy Season" Published: 2025-06-24 15:04:03
    ... That could really spur some added support for these proposals. Misconduct Clawbacks: I ... that boards have much broader clawbacks in place to allow them to address ...
  14. Financial Services and Products ADVISORY Published: 2008-10-03 13:26:05
    ... unnecessary and excessive risks; (ii) clawbacks or recoupment of bonuses paid to ... to avoid requiring accounting restatements or misconduct as a trigger for clawbacks. ...
  15. Emergency Economic Stabilization Act of 2008 Published: 2008-10-06 15:27:45
    ... or excessive risks that threaten the value of the Financial Institution, a clawback for a bonus or incentive compensation where the executive has made a materially ...
  16. Microsoft Word - NYDOCS02-#853980-v3-Stabilization_Act.DOC Published: 2008-10-06 15:39:52
    ... more broadly than Sarbanes-Oxley by imposing limitations on designing executive incentives and termination packages and requiring clawbacks in a greater range of circumstances. ...
  17. The future of governance: one small step ƒ FTSE 350 corporate... Published: 2016-12-01 16:11:55
    ... D.1.1 Failure to include clawback or other specific provisions to the schemes of ... 90% of companies now state they have a clawback provision but, as in previous years, no ...
  18. UK corporate governance review and trends 2015 Published: 2015-12-07 19:40:48
    ... * 85.9% of FTSE 350 companies have a clawback, but no company has exercised this ... The most notable absence is the lack of reporting of any clawbacks being invoked. Until ...
  19. GAO-09-296 Troubled Asset Relief Program: Status of Efforts to... Published: 2025-02-13 16:44:28
    ... The new rule also will clarify that for purposes of the "clawback" or recovery ... of the act's and Treasury's rules on the clawback provisions with the clawback provisions ...
  20. http://akingumpinfo.com/ve/ZZg906961C92s64dvz/stype=print Published: 2009-01-30 18:06:30
    ... Particular practices that can stir investor ire include excessive perquisites, excise tax gross-ups, absence of clawback policies after a restatement of financials, excessive ...
  21. New Complete Preparing the Executive Compensation Tables - revised... Published: 2010-01-05 20:20:20
    .........38 Forfeitures and "Clawbacks......See Adopting Release at text following note 263. Forfeitures and "Clawbacks" SCT - If in a ...
  22. January 7, 2014 clearygottlieb.com Published: 2014-01-07 12:50:33
    ... Finally, many companies have implemented clawback policies ahead of the SEC's Dodd-Frank rulemaking that in some cases go beyond the Dodd-Frank requirements. This development has ...
  23. PowerPoint Presentation Published: 2019-09-03 12:13:08
    ... We clarified expectations regarding executive pay clawback and malus mechanisms, asking for better disclosure of the circumstances in which companies could use such provisions. 7 ...
  24. Section 1 Published: 2014-01-22 16:04:00
    ... a new equity compensation plan with a clawback provision  4 companies (8%) adopted a ... No 6% NECP with Evergreen Provision NECP with Clawback Provision Yes 22% No 78% Yes 63% No ...
  25. Section 1 Published: 2014-01-22 16:04:00
    ... a new equity compensation plan with a clawback provision  3 companies (7%) adopted a ... No 9% NECP with Evergreen Provision NECP with Clawback Provision Yes 57% No 43% Yes 45% No ...
  26. 926585 Strategies for Going Public -- 2012 edition Published: 2012-10-31 09:13:11
    ... The Dodd-Frank Act further expands the scope of the "clawback" provision to apply to any ... Executive compensation Clawback policies. To the extent a registrant restates its ...
  27. 2015 year end issues for audit committees to consider Published: 2016-01-19 14:00:43
    ... rule issued in February 2015) * Final rule on Listing standards requiring the "clawback" of executive incentive-based compensation after an accounting restatement due to ...
  28. Layout 1 Published: 2008-11-07 18:30:48
    ... to standards limiting incen- tives for inappropriate risk-taking, allowing a "clawback" of executive compensation in certain circumstances and prohibiting "golden parachutes." ...
  29. DRAFT Published: 2013-04-26 14:16:27
    ... that a compensation recovery (so-called "clawback") policy that complies with the ... ASC 718-10-20 that the existence of the "clawback" precludes accounting for the award in ...
  30. 11/2/21, 2:14 PM DOJ Announces Policy... Published: 2021-11-02 14:14:51
    ...us-on-white-collar-criminal-... 11/13 ARTICLE WEDNESDAY, OCTOBER 27, 2021 LAW360 Exec Clawback Rule Changes Could Shift SEC Enforcement PRESS RELEASE MONDAY, OCTOBER 25, 2021 ...
  31. Davies Governance Insights 2014 Published: 2014-10-28 15:52:22
    ... On average, these payments are 2.33x cash compensation for TSX 60 issuers, 2.15x for Completion Index issuers and 2.04x for SmallCap Index issuers. CLAWBACKS Clawback provisions ...
  32. 2017 proxy season review Published: 2017-06-20 18:49:07
    ... upon the ability of shareholders to file proposals, universal proxies, say-on- pay, clawbacks, SEC rule-making and the regulation of proxy advisory firms, among other things). 11 ...
  33. Microsoft Word - Senator Dodd Releases Financial Regulatory Reform... Published: 2010-03-19 14:35:05
    ... Public companies would be required to set clawback policies for inaccurate financial statements. Notably, the Bill also would provide the Federal Reserve with the authority to ...
  34. PEN Template Published: 2010-07-22 13:58:29
    ... transfer LP interests, seek to disclose confi- dential portfolio information and seek release from clawback liability and other provisions to facilitate the sale of LP interests. ...
  35. clearygottlieb.com Published: 2024-06-17 14:49:13
    ... under the rule if charged to a fund include regulatory, compliance, or examination-related fees, and any reduction of adviser (or related person) clawbacks as a result of taxes. ...
  36. SEC Accounting and Auditing Enforcement Activity„Year in Review... Published: 2024-03-05 16:42:38
    ... down from five such actions initiated in FY 2022. * In FY 2023, only three actions alleged violation of Section 304 of the Sarbanes-Oxley Act of 2002 (the "clawback" provision). ...
  37. 12/27/23, 9:40 PM Key Considerations ... Published: 2023-12-27 21:41:15
    ... 2022. While the accuracy of financial statements is always crucial, the SEC's new clawback rules put a new spotlight on internal controls by requiring companies to recoup any ...
  38. Preparing for the 2019 Public Company Reporting Season | Perkins... Published: 2018-12-11 15:35:42
    ... discretionary short-term incentives, equity plans that cover directors, reduced CD&A disclosure for smaller reporting companies, and clawback provisions. Nonemployee Director Pay. ...
  39. Attendance Form Published: 2011-11-18 15:54:02
    ... (Service Employees International Union) that urged the board to amend its executive clawback policy and to determine whether to seek recoupment of bonuses and other incentive ...
  40. Matters To Consider for the 2021 Annual Meeting and Reporting... Published: 2020-12-14 13:14:25
    ... most frequently reinforced through incentive compensation programs and clawback policies. ... EESG and Clawback Policies Clawback policies are another aspect of executive compensation ...
  41. Microsoft Word - Securities_Alert.DOC Published: 2010-06-01 18:53:33
    ... of personal liability, compensation clawbacks, and prohibition of future employment. ... The Senate Bill contains a clawback provision that allows companies to recover ...
  42. Contact Information Christopher A. Treanor Counsel Published: 2022-08-11 10:01:37
    ... Credit is subject to a claw back as electricity rates increase. This clawback is equal to 80 percent of the excess of gross receipts from electricity produced and sold over the ...
  43. Thomas J. Baltimore, Jr. Gordon M. Bethune Gaston Caperton Gilbert Published: 2025-01-29 15:30:05
    ... interests. * An executive compensation clawback policy has been included in the Book ... and, in the case of our CEO and Vice Chairman, security services. * "Clawback" Provision. ...
  44. Microsoft Word - 2736505_8.docx Published: 2013-05-30 19:32:00
    ... retention and to provide long-term retirement benefits. 13. EXECUTIVE COMPENSATION CLAWBACK POLICY To the extent permitted by law, if the Board, or a Committee thereof, ...
  45. Directors Duties under the New SEC Published: 2010-02-19 12:14:48
    ... Such policies may include: * Internal risk audits * Clawbacks * Holdbacks * Mandatory ... risk, such as stock ownership requirements, internal audits, and clawback policies. ...
  46. Microsoft Word - 2244922_8.DOC Published: 2010-07-12 11:46:44
    ... association listing standards no more than 360 days following enactment. ○ Clawbacks. ... private issuers" below) to establish a clawback policy in the event of an accounting ...
  47. Microsoft Word - 3581415_1.DOC Published: 2010-06-03 21:51:06
    ... FDIC authorized to make additional payments, beyond the amount that would be allocated under the standard receivership process, to certain claimants (subject to clawback of such ...
  48. The Struggle Over Published: 2009-01-12 13:15:04
    ... The bill also augments the clawback provision, described in the sidebar, by adding a new ... management to take excessive risk » Clawback of any bonus or incentive compensation ...
  49. IPO Governance Survey 2018 Published: 2018-07-11 13:11:19
    ... a new equity compensation plan with a clawback provision  1 company (2%) adopted a ... NECP with Evergreen Provision NECP with Clawback Provision Yes 96% No 4% Yes 13% No 87% ...
  50. IPO Governance Survey 2018 Published: 2018-07-11 13:10:42
    ... a new equity compensation plan with a clawback provision  6 companies (12%) adopted ... NECP with Evergreen Provision NECP with Clawback Provision Yes 98% No 2% Yes 69% No 31% ...
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