Monthly Archives: February 2015

Conference on Income Inequality, Corporate Governance and Executive Compensation

Cleary, Gottlieb, Steen & Hamilton, LLP with the Conference Board, will be hosting a conference on Income Inequality, focusing on Corporate Governance/Executive Compensation and what US Public Companies should understand about the data and the public debate.  Ira Kay, Managing … Continue reading

REIT Pay Practices Continue to Evolve

The REIT structure was created in 1960 when President Eisenhower signed into law the REIT Tax Act. A wave of REIT formations and initial public offerings (IPOs) followed. Another wave of IPOs occurred in the 1990s. Historically, REITs tended to have relatively high insider ownership – founded by individuals, families or partners and, in some cases, eventually taken public. Continue reading

SEC Issues Proposed Rules Regarding Disclosure of Hedging Rules; ISS and Glass Lewis Release New Documents Regarding Executive Pay Policies

The Securities and Exchange Commission (SEC) has just released its proposed rules regarding the requirement for companies to report as to whether employees and non-employee directors are allowed to hedge or offset the decrease in market value of equity securities. Proxy advisory firm Institutional Shareholder Services (ISS) has just released a new document explaining the firm’s latest policies with respect to executive compensation, including its say on pay advisory voting services. Another proxy advisory firm, Glass, Lewis & Co. LLC (Glass Lewis), has implemented changes to its pay for performance and equity plan models. Continue reading

Glass Lewis Releases New Proxy Guidelines for 2015

Proxy advisory firm Glass, Lewis & Co. LLC (“Glass Lewis”) has just published a new 45 page report which provides an overview to the Glass Lewis approach to advising its institutional investor clients regarding proxy matters. For the 2015 proxy season, Glass Lewis has noted six policy changes which are highlighted in the report. In order to keep our clients abreast of these changes in Glass Lewis policy, Pay Governance has summarized these policy changes Continue reading

SEC Hedging Disclosure

Washington D.C., Feb. 9, 2015 —  The Securities and Exchange Commission today announced it has approved the issuance of proposed rules that would enhance corporate disclosure of company hedging policies for directors and employees, as mandated by the Dodd-Frank Wall Street … Continue reading

Does a Say on Pay Failure Affect Future Share Price Performance?

As companies approach the upcoming proxy season, Say on Pay (SOP) once again becomes top of mind for Compensation Committees and corporate management. Over the past 4 years since SOP proposals became mandatory under Dodd-Frank, shareholders have continued to show overwhelming support for executive pay packages despite continued criticism by media and other outlets. Continue reading

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