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 Early Filers 2008

See also Related Topics below

RiskMetrics Group

• RMG  NYSE

• EDGAR
• Parent company of ISS, a leading proxy advisory firm
• First proxy statement filed on 4.23.08

"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

• See Recoupment of Executive Pay for precedent CD&A disclosures, "clawback" policies, and shareholder proposals

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

• Result of new quantitative measure for stock and option awards found in December 2006 Amendments
• See Regulation S-K, Item 402(c) topic page for background information and sample of Summary Compensation Table disclosures

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

• See Perquisite Disclosures

Q&A Format

• See Regulation S-K, Item 402(b) topic page for sample of CD&A disclosures in 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)

• See SEC Release 33-8732  2006
• See Precedent Policy Disclosures

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

• SEC rules require narrative disclosure about
  termination and change in control provisions
• See Regulation S-K, Item 402(j) and Termination and CIC Arrangements topic pages for 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

• See Regulation S-K, Item 402(c) and Termination and CIC Payments topic pages for information on SEC disclosure requirements and sample of precedent disclosures

Executive Compensation Disclosure

Early Filers 2008

Precedent Proxy Filers 2007