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Results from: TheCorporateCounsel.net
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FI Report July 2010_Layout 1 Published: 2010-07-16 16:17:19... independence of compensation committee members and compensation clawbacks, among others. ... Clawback on Erroneous Compensation Under Section 954 of the Dodd-Frank Act, listed ...
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House Approves Financial CHOICE Act Published: 2017-06-13 03:55:13... financial reporting requirements ("clawbacks") would apply only when the officer had control or authority over the financial reporting that resulted in the accounting restatement. ...
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COMMONSENSE PRINCIPLES OF CORPORATE GOVERNANCE Published: 2016-07-21 12:51:04... Companies should maintain clawback policies for both cash and equity compensation. VIII. Asset Managers' Role in Corporate Governance Asset managers, on behalf of their clients, ...
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Seven Lessons Published: 2020-01-08 14:42:56... not earned: Still other investors are pushing for companies to implement and enforce clawback rules-i.e., policies to recover ill-gotten incentive-based compensation that current ...
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©2017 ISS Corporate Solutions, Inc. Published: 2017-03-01 19:43:58... 50% or more - full points; > 33%, but < 50% - ½ of full points; < 33% - no points Clawback Policy Does the company have a formal policy in place that applies to all Named ...
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CATALYZING CORPORATE CHANGE SHAREHOLDERS CALLING THE WORLD'S Published: 2020-07-28 18:54:32... Workforce Diversity Report Benedictine Sisters, Boerne TX 35.82 Eli Lilly and Company Misconduct Clawback Policy Disclosure Trinity Health 35.09 Amgen Inc. Independent Board Chair ...
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Layout 1 Published: 2017-04-13 15:41:20... Pay disparity * Disclose and compare total executive compensation to employees' median wage. Recoupment (clawbacks) * Adopt a policy to recoup unearned executive bonuses or ...
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2016 PROXY SEASON PREVIEW By Shirley Westcott March 2016 Overview Published: 2016-03-28 12:03:00... (PFP) and compensation clawbacks by October 2016. If completed on schedule, PFP disclosure would take effect in 2017, while the clawback proposal, which requires changes ...
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Brochure template Published: 2016-01-22 15:44:00... the FTSE 350. For example, almost all FTSE 350 companies now incorporate malus or clawback provisions in bonus and long term incentive plans and research published by BIS in ...
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SEC Accounting and Auditing Enforcement ActivityYear in Review... Published: 2025-03-31 10:44:25... controls decreased to its lowest level since FY 2021. * In FY 2024, five actions alleged violation of Section 304 of the Sarbanes-Oxley Act of 2002 (the "clawback" provision). ...
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Heads Up Published: 2011-09-02 20:00:54... require companies to develop a policy on the recovery of incentive compensation (or "clawback"). * Proxy statement rules that would require companies to disclose (1) a comparison ...
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July 13, 2016 Published: 2016-07-14 13:25:43... C. CEO and CFO Clawbacks Many of the cases referenced above re*ect the SEC's growing use of stand-alone clawback actions under Section 304 of the Sarbanes-Oxley Act, requiring CEOs ...
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Federal Reserve Provides TALF Pricing Hircuts and Other Further... Published: 2009-02-13 14:47:54... that threaten the value of the financial institution; (ii) requiring repayment or "clawback" provisions for any bonus or incentive compensation paid to a senior executive ...
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Austin Beijing Boston Brussels Hong Kong London... Published: 2024-04-08 17:32:40... prepare materials for submission, to a Notice of Proposed Rulemaking implementing new clawback mechanisms on funding recipients who should've said no to impermissibly engaging with ...
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Hong Kong Eases Listing Path for... Published: 2023-04-07 13:14:43... The initial share allocation percentage and clawback mechanism under Chapter 18C are also different from a traditional Hong Kong public offering. Retail investors in Hong Kong will ...
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A Summary of Compensation-Related Updates to the Proxy Voting... Published: 2015-12-07 19:46:16... 33% - no points Clawback Policy Does the company have a policy that would authorize recovery of gains from all or most equity awards in the event of certain financial restatements? ...
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Webcast - "Forecast for 2009 Proxy Season: Wild and Woolly" Published: 2025-06-24 15:03:34... Sharper clawbacks are also going to be in vogue. I think we will see Congress follow up and really take the "if you didn't earn it you must return it" type of clawbacks. And really ...
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Microsoft PowerPoint - Trends and Updates from the 2022 Proxy... Published: 2022-07-14 14:46:04... Clawback provisions * Citigroup, Marathon Petroleum, Republic Services, Verizon, and Well Fargo received proposals related to management and executive clawback policies * Support ...
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Welcome to your new Goodwin branded PowerPoint template. Published: 2022-08-22 13:56:41... pricing strategies * Employment agreement concealment clauses * Pay equity * Clawback provisions * Determining CEO pay * Shareholder approval of termination pay Investor ...
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ATTORNEY ADVERTISING Published: 2021-11-10 11:34:09... pay), board or executive anti-hedging, board or executive anti-pledging, compensation clawback, 10b5-1 plans, or other compensation matters (along with a brief description)); J. ...
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Name of Update Published: 2014-08-25 18:30:02... (i) disclosure of pay-for-performance, (ii) mandatory policies and disclosure about clawbacks of executive compensation and (iii) disclosure of hedging by employees and directors. ...
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D&O Looking Ahead Guide 2024 Published: 2023-10-03 10:15:54... AI directly and decisively in 2024. 2.9 SEC Rulemaking: New Clawback Rules Dodd-Frank clawback rules have been on a slow train in recent years, but that train has finally arrived. ...
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printmgr file Published: 2013-05-20 14:26:00... on attaining sustainable long-term shareholder returns. * Clawback, Anti-Hedging and Anti-Pledging Policies. Our clawback policy, which allows Kraft to recapture any incentive ...
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TheCorporateCounsel.net's SEC Comment Letter Process Handbook Published: 2024-08-12 14:02:20... from newly adopted rules including clawbacks, SPACs and cybersecurity, and identified ... under Regulation S-K Item 402(b). * Clawbacks: Adopted in October 2022, this rule ...
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TheCorporateCounsel.net's SEC Enforcement Handbook Published: 2025-06-16 10:59:13... started to focus more on the use of clawbacks as a remedy, as part of a larger focus ... to adopt and implement a clawback policy-and there are disclosure requirements as well. ...
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The SEC's Proposed Rule to Curb ... Published: 2020-05-01 14:10:09... year proxy Bank of America Amend Clawback Policy G Stopped at Year 2 with 6.4% of ... 3 with 8.6% of vote JPMorgan Chase Amend Clawback Policy G Stopped in Year 1 with 4.6% of ...
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Lets talk governance | Issue 7 Published: 2014-08-18 18:46:27... The SEC is expected to issue proposed rules in fall 2014 implementing portions of the Dodd-Frank Act concerning the clawback of incentive-based executive compensation under certain ...
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NACD Audit Committee Chair and Compensation Committee Chair Advisory... Published: 2018-06-19 17:43:57... the payments to clawback provisions required under the Dodd-Frank Act? ● z Can the performance metrics be skewed inappropriately by non-recurring or nonoperating performance? ...
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Layout 1 Published: 2014-05-27 17:52:11... 77% of our director respondents chose the SEC's pay ratio disclosure rules, and 65% said they'd discussed the implications of the upcoming rules on compensation clawback policies. ...
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VOTING NEWS PROXY MONTHLY DIVING INTO DIVERSITY... Published: 2019-05-10 09:34:48... These include a report on the diversity of the board and senior management, one on the well-being of employees and retirees, and a report detailing any clawback of incentive ...
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Financial Market Reform 3-25pm.doc Published: 2009-04-06 20:03:06... tax incentives, asymmetric pay and clawback of pay as areas for policy improvement. ... tax incentives, asymmetric pay and clawback of pay as areas for policy improvement. ...
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HEADING 1 (TIMES NEW ROMAN 18 PT) Published: 2012-12-03 18:35:08... in 1980. 53 - Clawbacks. The Dodd-Frank Act also calls for the SEC and stock exchanges to implement rules requiring companies to develop and disclose clawback policies for the ...
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2018 PROXY SEASON BRINGS SOME SURPRISES By Shirley Westcott June... Published: 2018-06-13 18:34:22... awards 6 3 0 31.4% 7 6 0 30.7% Revolving door payments 3 3 0 28.2% 5 4 0 28.3% Clawbacks 13 8 0 38.3% 7 6 0 13.9% Retention of equity awards 1 1 0 28.1% 5 4 0 23.3% Gender/...
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Microsoft Word - Alert memo 3-29-09.doc Published: 2009-04-21 01:23:21... EESA §§111(b)(2) and (3)(A). * Clawback Requirement. TARP Recipients would be required ... to the "golden parachute" and "clawback" provisions, presumably would be superseded. ...
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Smaller Reporting Companies: Disclosure and Governance Considerations... Published: 2011-04-18 14:57:05... The issuance of proposed rules on this topic is expected to occur sometime between August and December 2011. Incentive Compensation Clawback The Commission is required to adopt ...
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The stakes for directors are going up in proxy season 2022 as... Published: 2022-03-08 09:40:52... policies, pay equity, lawsuits filed against the company by people in protected classes and related settlement amounts, and how clawback policies address EEO-related provisions. ...
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A Look at RiskMetrics Groups Policy Update for the 2009 Proxy... Published: 2009-02-09 18:42:44... RMG has taken a new approach to evaluating a company's pay for performance policy and poor pay practices, shareholder proposals on clawbacks of incentive pay and the construction ...
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Annual Corporate Governance Review Published: 2016-02-12 17:12:00... Compensation-Related Shareholder Proposals: Focus on Change-in-Control, Clawback and Equity Retention There were a greater number of compensation-related shareholder proposals in ...
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659947_Covers.pdf Published: 2015-03-02 21:16:05... 3. Disclosure of Incentive Compensation Clawback Policy Section 954 of the Dodd-Frank Act ... their policies regarding recovery of executive compensation, or "clawback" policies. ...
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659947_003_BMK.PDF Published: 2014-12-09 14:17:10... 3. Disclosure of Incentive Compensation Clawback Policy Section 954 of the Dodd-Frank Act ... their policies regarding recovery of executive compensation, or "clawback" policies. ...
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Raising the Bar: DOLs Amendment Sets Higher Standards for QPAM... Published: 2024-04-18 11:11:54... Underwater Options Key Compensation Items for 2024 Proxy Season and Beyond SEC Clawback Rules: Practical Considerations and FAQs DOL Final Rule on ESG Factors to Take Effect ...
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CORPORATE Published: 2020-10-01 18:33:54... Proposed rules have also been issued on the following topics in prior years, but nal rules have not been adopted: * Pay versus Performance Disclosures * Compensation Clawbacks * ...
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New York Washington, D.C. Los Angeles Palo Alto... Published: 2023-03-28 13:16:09... The initial retail allocation and clawback mechanism is to be revised as follows: Initial No. of times (x) of over-subscription in the public tranche more than 10x but less than ...
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KPMG INTERNATIONAL A U D I T Published: 2009-02-23 17:08:56... Increase in proportion of remuneration paid for group performance Longer deferral of bonuses Use of bonus clawbacks in the event of poor performance over longer term Increase in ...
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ATTORNEY ADVERTISING Published: 2022-11-10 09:54:22... board or executive anti-hedging, board or executive anti-pledging, compensation clawback, 10b5-1 plans); I. Corporate governance (examples: term limits, board committee ...
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SidleyPerspectives ON M&A AND CORPORATE GOVERNANCE Published: 2022-07-01 11:50:59... SEC Again Reopens Comment Period on Proposed Compensation Clawback Rules and Posts Staff ... from the public on the compensation clawback rules it proposed in 2015 to implement ...
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SEC Hot Topics 2005 Published: 2019-04-12 19:08:40... The memorandum often is completed in stages, but ultimately is an important guide for analysis and a contemporaneous record of analysis Note: Clawback effects, if any, are ...
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ACTIVEUS 191872102v.1 Published: 2022-02-04 11:30:37... of Comment Period for Clawback Rules On October 14, 2021, the SEC announced the reopening of the comment period on the compensation clawback rules it proposed in 2015 to ...
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Corporate Governance Published: 2012-08-16 13:55:32... These include: * proposed rules relating to clawback of compensation, requiring disclosure of incentive-based compensation that is based on pub- licly reported financial ...
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Microsoft Word - CorpNewsletter073009pf.doc Published: 2009-08-05 12:31:37... is a blend of what are colloquially referred to as "clawback" and "quick peek" agreements. Generally speaking, a clawback agreement states that the production of privileged ...