Monthly Archives: February 2013

Lawsuits to Postpone Annual Meetings Claim to Seek Additional Disclosure

A potential new trend in securities litigation has plaintiffs seeking class action status and “appropriate damages” and asking the court to prevent the shareholder vote, particularly on Say-on-Pay or Share Plan requests, due to alleged misleading and incomplete proxy disclosures.   … Continue reading

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Center Takes Issue with SEC Commissioner Aguilar’s Call for Voluntary Pay Ratio Disclosure

Democratic SEC Commissioner Luis Aguilar released a statement during the week of February 18th calling for companies to make voluntary “robust proxy disclosures” this year by complying with Dodd-Frank and other rules that are yet to be written, including clearly … Continue reading

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Say on Pay Soul Searching Required at Proxy Advisory Firms-Chapter 4 Summary

The advice of proxy advisory firms can be market moving. Yet, while their influence is profound, the majority of shareholders, voting in 2011 and 2012 on Say on Pay proposals, do not agree with the proxy advisors’ recommendations. Continue reading

Compensation Committee Responsibilities and Best Practices-Chapter 6 Summary

The responsibilities associated with serving on the compensation committee of a company’s board have increased significantly in recent years with the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and mandated “say on pay,” governance reform and enhancements, and increased shareholder activism. Continue reading

Eliminating Severance Plans as a Shareholder Irritant-Chapter 10 Summary

Pay for performance is changing the severance landscape. Continue reading

Balancing Operating/Financial Metrics-Chapter 11 Summary

One of the key functions of an incentive plan is to align participants with the interests of shareholders; such a pay objective has become especially relevant in the post-Say on Pay world’s focus on good compensation governance. Continue reading

CEOs are Paid for Performance-Chapter 2 Summary

Is CEO pay aligned with performance? Continue reading

Evaluating the ISS Test of CEO Pay for Performance-Chapter 3 Summary

The single most powerful determinant of how positive or negative the outcomes of Say on Pay shareholder votes will be is the overall alignment of CEO pay to company performance. Continue reading

Debunking Myths of Easy Goals-Chapter 12 Summary

The majority of the general public and mainstream media believe that CEOs control their boards allowing them to reap excessive pay packages that are not aligned with actual company performance. Continue reading

Do Companies with Higher Profit Margins pay their CEOs More-Chapter 14 Summary

It is well known that larger companies, in terms of revenues and market capitalization, provide higher CEO pay opportunity than smaller companies. Continue reading

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