Overview
|
Shareholder
proposals requesting adoption of
pay-for-superior performance
compensation program
for senior executives
- Companies have argued to exclude proposal as
"substantially implemented" by invoking
Rule
14a-8(i)(10)
or under other provisions of Rule 14a-8
- See no action letters below for cases in
which SEC has granted and denied company requests for exclusion
Proposal
text follows this format:
- Resolved: That the shareholders of _______ ("Company") request that the Board of Director's Executive Compensation Committee adopt a pay-for-superior-performance principle by establishing an executive compensation plan for senior executives ("Plan") that does the following:
- Sets compensation targets for the Plan's
annual and long-term incentive pay components at or below the peer group median
-
Delivers a majority of the Plan's target long-term compensation through
performance-vested, not simply time-vested, equity awards
- Provides the strategic rationale and
relative weightings of the financial and non-financial performance metrics or
criteria used in the annual and performance-vested long-term incentive
components of the Plan
- Establishes performance targets for each
Plan financial metric relative to the performance of the Company's peer
companies; and
- Limits payment under the annual and
performance-vested long-term incentive components of the Plan to when the
Company's performance on its selected financial performance metrics exceeds peer
group median performance
|
Proposals and Proxies
for 2007 archive
No-Action Letters
SEC_CODE_REF_0090001192884
|
2008
Excludable per
Rule
14a-8(i)(11)
- William Steiner
- Substantially duplicative of previously
submitted
proposal in company's 2008 proxy statement (see above)
2008:
Withdrawn
- United Brotherhood of Carpenters Pension Fund
- Sheet Metal Workers' National Pension Fund
|
Related Topics
|