Key Considerations for the 2022 Annual Reporting and Proxy Season Institutional Shareholder Services, Inc.
Glass Lewis raised its threshold for the minimum performance-based LTIWeighting to 50% from 33% and offered more detailed guidance for various topics including pay for performance disclosure and clawback provisions. Compensationstandards.com
Nasdaq’s Board-Diversity Proposal Wins SEC ApprovalAgency backs plan to set minimum targets for composition of listed companies’ directors The Wall Street Journal
SEC Reopens Comment Period on 2015 Pay Versus Performance ProposalThis memorandum summarizes the Reopening Release and the changes made to the Proposed Rules and highlights some of the additional questions raised for comment. The Wall Street Journal
Compensation Season 2023Key compensation topics for 2023 include adherence to SEC Clawback and Pay vs. Performance guidelines in addition to equity award considerations amidst stock price volatility. Wachtell|Lipton|Rosen & Katz
Chair Gensler’s Insight on the SEC’s New Regulatory AgendaSignificant proposed and final SEC rulemaking items from both the short-term agenda and long-term agenda are summarized. Skadden
SEC Proposes Rules to Enhance and Standardize Climate-Related Disclosures for InvestorsThe required information about climate-related risks also would include disclosure of a registrant’s greenhouse gas emissions. U.S. Securities|Exchange Commission
House Passes Bill Requiring SEC to Define Mandatory ESG MetricsThis legislation would build on the Biden Administration’s push for major corporations to be more transparent in disclosing economic and social risks to investors, including climate-related risks. National Law Review
Comment Periods Close AgainFor Proposed Clawback and Pay-for-Performance Rules: A Refresher Wilson Sonsini Goodrich & Rosati
2022 Compensation Committee HandbookThe duties imposed on compensation committees of publicly traded companies have evolved and grown over time. Skadden
Why Us Tax Reform May Cause Executive Pay Shake-upUnder the Tax Cuts and Jobs Act, rules governing executive pay have dramatically changed, prompting a possible need to review compensation. EY Center for Board Matters