|
Precedent 2008 Proxy Filing Collection
Summary - Developments
|
We
will be tracking select 2008 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
See also
Related Topics
below
|
RiskMetrics Group
Dow
Component Companies
Other
Select Companies SEC_CODE_REF_0090001192884
Select Disclosure Precedent
|
"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
- We are seeing
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
- SEC rules call for CD&A disclosure of specific
performance-related factors considered by board or compensation committee
- See
Executive Pay: Performance Targets
for information on SEC disclosure requirements and sample of precedent
disclosures
Perquisites
- In anticipation
of continued scrutiny, some companies are
eliminating or modifying their practices
Q&A
Format
Related
Party Transactions
- S-K 404(b) now 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
- See
Regulation S-K, Item 402(c) topic page for sample of precedent disclosures
Supplemental
Equity Disclosure
- Some companies have provided supplemental
information with regard to amounts reported in Stock Awards and Option Awards
columns
- See
Regulation S-K, Item 402(c) topic page for sample of precedent disclosures
Termination
and CIC Arrangements
Termination
and CIC Payments
- Termination and
change in control payments are reportable as All Other Compensation in
column (i) of Summary Compensation Table
|
Related Topics
|