RiskMetrics Group's New Research Initiative

With the publication of two sets of white papers, RiskMetrics Group initiated a project titled Explorations in Executive Compensation to encourage dialogue on executive pay disclosures.

Delaware Chancery Court Rules on Advance Notice Bylaws

In two recent cases, the chancery court has ruled on the application of advance notice bylaw provisions to director nominations by dissident shareholders.  Access information on these developments our Advance Notice Bylaws topic page.

Technical Amendments to E-Proxy and Other Rules

SEC has posted final Release No. 34-55146A with technical amendments to e-proxy rules (notice and access model not applicable to business combination transactions) as well as rules on cross-border tender and exchange offers, business combinations and rights offerings, and certain related rules.

Broadridge Reports on Notice & Access Model for E-Proxy

Firms report cost savings but low participation rates for retail investors.  Access report and related information on our E-Proxy topic page.

Companies May Exclude Shareholder Access Proposals

SEC staff ruled that companies may exclude proxy access proposals from 2008 proxy statements.  Access no-action letters and SEC response letters, as well as historical background for such proposals, on our Shareholder Proposals: 2008 and Shareholder Access topic pages.

2008 Proxy Season: New Developments and Reminders

Latham & Watkins has issued a client alert with regard with executive compensation disclosures and equity plan compliance issues (IRC 162(m) and IRC 409A). 

Par Pharmaceutical Adopts Say on Pay

NYC Comptroller announced that Par Pharmaceuticals agreed to implement proposal from NYC Employees' Retirement System (NYCERS) for advisory vote on executive pay.  NYCERS submitted similar proposal to Par Pharmaceutical during 2007 proxy season.

SEC Executive Pay Comment Letters:  Now on EDGAR

SEC comment letters and company responses are being posted on the SEC website.  Go to our SEC Comment Letters on Executive Pay topic page to access a sample of the letters and reltaed more information on the SEC review and observations.

SEC's Interactive Data Viewers 

SEC has introduced two web-based applications as an extension of its XBRL program:  Interactive Financial Reports and Executive Compensation. Both applications are available via the SEC website.  Executive pay tool is online database that allows investors to compare executive pay information of select public companies.  Reference is made to SEC press release for more information.

RiskMetrics Group issued 2008 Corporate Governance Policies

These updated policies will be applied to shareholder meeting dates starting 1.01.08.  Access the RiskMetrics press release and governance policies on our Shareholder Proposals: 2008 topic page.

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.

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.  Refer to our Precedent Proxy Filers 2007, Precedent Proxy Filers 2007 and S-K 402 topic pages.