Here’s the intro from this Cooley Alert penned by Ali Murata, Michael Bergmann and Vince Flynn: “Last week, Glass Lewis issued the client communication below previewing changes to its quantitative pay-for-performance (P4P) model that will become effective for shareholder meetings starting in 2026. The announcement signals significant revisions to the structure and scope of the Glass Lewis P4P assessments for US and Canadian companies. Glass …
SEC Roundtable on Executive Compensation: Quick Debrief
Here’s an excerpt from this Cooley Alert penned by Ali Murata, Michael Bergmann, Brad Goldberg and Reid Hooper describing what went down during the SEC’s roundtable on executive pay disclosures that took place last Thursday: “The SEC commissioners who spoke appeared uniform in their conviction that the existing rules are unduly complex, repetitive and overly inclusive, and have lost sight of their ultimate purpose of …
The SEC’s Executive Pay Disclosure Roundtable: Agenda Announced
As I blogged last month, the SEC is holding a half-day roundtable on Thursday, June 26th to consider whether the SEC’s executive pay disclosure requirements need updating. At the time, the public was invited to submit comments on 9 lengthy questions posed in this statement from SEC Chair Paul Atkins. Only a dozen comment letters have been submitted so far. Now the SEC has posted …
The SEC’s Upcoming June 26th Executive Pay Roundtable
On Friday, the SEC announced that it would host a roundtable on executive compensation disclosure requirements on June 26th with investor and public company representatives (and others) as part of the process “to ensure that they continue to be cost-effective and result in disclosure of material information without an overload of immaterial information” as noted in this statement from SEC Chair Paul Atkins. The public …
Compensation Arrangement Considerations in Light of 2025 Tariffs
Here’s an excerpt from this Cooley Alert penned by Ali Murata and Michael Bergmann: “Here are some key considerations for compensation programs in light of the current actual and potential new tariffs: 1. Ensure that there is company discretion to determine whether corporate or individual performance targets are met. Companies that are in the process of establishing incentive compensation performance metrics should be sure to …
Clawback Checkboxes on the Form 10-K Cover: Corp Fin Issues Six CDIs
A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below, confirm the more informal Corp Fin guidance reflected in our prior blog and provide helpful clarifications regarding specific fact patterns. …
Shareholder Engagement on Comp: Time-Sensitive Complications for This Proxy Season
Here’s this Cooley Alert from Ali Murata, Michael Bergmann and Brad Goldberg: “As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders proactively ahead of a compensation-related proposal or in response to a negative recommendation from proxy advisory firms. In addition …
How to Handle Negative Recommendations from a Proxy Advisor
In this 10-minute video, Cooley’s Ali Murata and Scott McCall discuss how to handle negative recommendations from proxy advisors, including:
Proposed Section 162(m) Regulations: Status Going Forward?
Here’s the intro of this Cooley Alert penned by Ali Murata and Michael Bergmann: “In the last few days preceding President Donald Trump’s inauguration, the IRS under the Biden administration proposed regulations to implement amendments to Internal Revenue Code § 162(m) that were enacted in 2021 but will first become effective for taxable years beginning after December 31, 2026. The proposed regulations were published in …
Form 10-K: Our Clawback Checkbox FAQs
We’re in Year 2 for the clawback checkboxes on the cover of the Form 10-K and we’re fielding a lot of questions from clients about them right now. As Cydney Posner noted a little while back in her Cooley blog, there is still a bit of confusion about these two newish checkboxes. Here’s a set of a dozen quick FAQs to help you understand these …