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Precedent 2007 Proxy Filing Collection
Summary - Developments
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 We
track select 2007 proxy filings
- All 30 Dow Jones companies
- Select other companies
- See also
Schedule
14A and Item 402
topic pages
We
also have separate collection
to track early filers
Many
companies are filing preliminary proxy statements without including executive
compensation disclosure
SEC
roundtable discussions on proxy process
- Held on 5.07.07, 5.24.07 and 5.25.07
- SEC Spotlight
for access to SEC announcements, agendas, briefing papers, participant lists,
webcast archive, participant statements and public comments
See
2008 Proxy Season:
SEC Initiatives
- Current information with regard to SEC
initiatives for 2008 proxy season, including
- Targeted review of 2007 disclosures on executive
pay, related party transactions, and corporate governance
- XBRL data tagging of executive compensation data
from 500 largest issuers
- Consideration of rule amendments or
interpretative guidance in response to first round of disclosures by
public companies under new rules
See
also Commentary
and Related Topics
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Dow Component Companies
Other Select Companies SEC_CODE_REF_0090001192884
Select Disclosure Precedent
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"Clawback"
of Executive Pay
- Corporate
policies and compensation arrangements that provide for recoupment or "clawback"
of executive pay as consequence of certain behavior or circumstances
Compensation
Consultant Disclosure
- More detailed information about role of
compensation consultants in response to
new disclosure requirements of S-K 402(b) and S-K 407(e)(3) as well as requests
from shareholder proponents
- See
Regulation S-K, Item 407(e)
topic page for sample of precedent disclosures and shareholder proposals
Negative
Compensation Numbers
Performance
Targets
- Details SEC disclosure requirements and sample of precedent
disclosures
- SEC
rules call for CD&A disclosure of specific performance-related factors
considered by board or compensation committee
Perquisites
- Companies
eliminating or modifying practices in
anticipation of continued scrutiny
Q&A
Format
Related
Party Transactions
- S-K 404(b) requires disclosure about policies
and procedures
for the review, approval, or ratification of
any transaction required to be reported under S-K 404(a)
Supplemental
Disclosures in CD&A
- For further transparency, tabular and narrative
disclosures with regard to 2007 compensation actions not reportable in Summary
Compensation Table
- Sample of precedent disclosures
Regulation S-K,
Item 402(c)
Supplemental
Equity Disclosure
- Some
companies have provided supplemental information with regard to amounts reported
in Stock Awards and Option Awards columns
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Sample precedent disclosures
Termination
and CIC Arrangements
- SEC
rules require narrative disclosure about
termination and change
in control provisions
- Information on SEC disclosure requirements and
sample of precedent disclosures
Termination
and CIC Payments
- Termination and
change in control payments are reportable as All Other Compensation in column (i) of Summary
Compensation Table
- SEC disclosure requirements and sample of
precedent disclosures
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Commentary
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Speeches
by SEC Staff
NACD
and Council for Institutional Investors
- Joint
task force report with recommendations on majority voting, Section 404, and
Executive Compensation
ABA
Committee on Federal Securities Regulation
Executive
Pay in the News
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Related Topics
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