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SEC allows exclusion of proxy access proposals
The SEC relied on recently amended Rule 14a-8(i)(8) to allow exclusion of several proxy access proposals, many proposed by AFSCME.  The rule was amended to overturn the Second Circuit's 2006 decision in AFSCME v AIG.   See Shareholder Proposals: Shareholder Access

ISS Corporate Governance Services:  2007 Postseason Report
The annual report is captioned A Closer Look at Accountability and Engagement, and it provides an overview of governance issues and voting results from the 2007 proxy season.  A link to the report has been posted on our Shareholder Proposals: 2007 topic page.

SEC reviews its comment letters on executive pay disclosures 
Discusses the "principal themes" that emerged from its review of the disclosure of 350 public companies.  Go to Staff Observations: Review of Executive Pay Disclosure

Broker Discretionary Voting: Rule 452
NYSE has advised listed companies that Rule 452 will not be revised for 2008 proxy season.  Follow developments on our NYSE Rule 452 topic page.

2008 Proxy Season: Select Early Filers
We are tracking a collection of issuers with May, June, July, and August fiscal year ends.  Access annual report and proxy filings in preparation for 2008 proxy season on our 2008 Proxy Season: Select Early Filers topic page.  

Access Filings by Dow 30 and Other Select Filers
We provide hyperlinked examples of CD&A and compensation tables prepared under the new executive compensation disclosure rules.  See our Precedent Proxy Filers 2007 and Regulation S-K, Item 402 topic pages. 

2008 Proxy Season:  SEC Initiatives
We are following developments on key SEC initiatives for 2008 proxy season:  1> targeted review of executive pay disclosures made in 2007 proxy season, 2> XBRL data tagging, and 3> rule amendments and interpretive guidance in response to first round of executive pay disclosures under new rules.  Access information on our 2008 Proxy Season: SEC Initiatives topic page.

SEC Proposals on Shareholder Access  
SEC approved competing proposals with regard to shareholder access and Rule 14a-8, which are open to public comment until 10.02.07.  Follow developments on our Rule 14a-8 and Shareholder Proposals: 2007 topic pages and, as rules are proposed and finalized, related Public Channel content.

SEC adopts universal availability model for e-proxy delivery, with staggered implementation dates for 2008 and 2009 proxy seasons
Follow developments with regard to e-proxy regulations and access sample timeline for notice and access delivery model onour E-Proxy topic page. 

Events

Corporate Secretaries
Nov 29

Cleary Gottlieb Conference Nov 28

PLI Securities Institute 
Nov 8-10

2007 NASPP Conference Oct 9

Cleary Gottlieb Webcast Oct 3

 

Notable Cases

AFSCME v AIG

 

Recent Hot Items

Exec comp legislation

Voluntary disclosure of compensation consultant ties

SEC FAQs

ESOARS market value approach to stock option valuation

Shareholder Proxy Access after AFSCME v. AIG

AFSCME and Proxy Expenses

SEC Roundtables: Proxy Process

 

 


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