All Boards & Shareholders articles – Page 20
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Blog
SEC Investigating American Apparel
Embattled retailer American Apparel said this week in a Form 10-K filing that the Securities and Exchange Commission has ordered a formal investigation against it related to the ousting of Chairman and Chief Executive Officer Dov Charney. The company also provided the latest details on an internal investigation launched in ...
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Blog
White: When Activist Shareholders Strike, SEC Will Scrutinize Disclosures
Image: In a speech last week, SEC Chairman Mary Jo White addressed the Commission’s role when companies and shareholder activists do battle, foremost to ensure both parties meet relevant disclosure requirements. She also discussed how the SEC views bylaws that shift shareholder litigation costs to losing plaintiffs. More inside.
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Blog
Trade Groups Tell SEC: Reverse Course on No-Action Policy
A coalition of 17 business groups is asking the SEC to reinstate its practice of giving guidance about shareholder proposals that conflict with other proposals sponsored by management—and hinted that the agency’s new policy of silence on the subject may violate the law. The complaint is the latest salvo in ...
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Blog
Gasp! An End to Proxy Access Wars?
A funny thing happened on the way to a 2015 annual meeting season expected to be polarized by the return of shareholder access to the proxy: a possible path to consensus emerged, led by General Electric. This week, columnists Stephen Davis and Jon Lukomnik trace how regulators, activists, and companies ...
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Blog
Preparing Your Board for Revenue Recognition
The first rule of care and feeding of directors: no surprises. A major one lurks in the new revenue recognition rules, due to be implemented in 2017. Early surveys show most boards and audit committees have little idea what is looming on the horizon. This week, columnists Stephen Davis and ...
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Blog
Glass Lewis Revamps Reviews of Proxy Access Proposals
Proxy advisory firm Glass Lewis & Co. has outlined a new approach for how it will treat dueling proposals for shareholder access to the proxy statement: it will review such proposals, from shareholders themselves or from companies looking to quash them, to ensure neither side seeks to impose an undue ...
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Article
Focus on Equity Pay Plans This Proxy Season
Image: Worry over say-on-pay votes is out this proxy season; all the cool kids will be stressing over equity compensation plans instead. Proxy advisory firms are promising new levels of scrutiny for equity plans. “Companies have to be flexible because there are so many more moving parts to the methodology,” ...
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Blog
SEC Retreats on Proxy Access No-Action Letters
The SEC has reversed course on an earlier no-action letter that let Whole Foods thwart a shareholder proposal for greater proxy access, which essentially paves the way for many more such shareholder proposals to come this proxy season—including 75 filed by New York City’s pension fund. The SEC will now ...
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Blog
A Sad Day for Integrity and Ethics
The refrain that corporate leaders need to focus on leadership and culture may sound like old hat, but it bears repeating—especially since, Compliance Week columnist Rick Steinberg notes, even large businesses with ostensibly mature compliance programs keep making the same mistakes. Inside, he examines one particularly bad day for several ...
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Blog
Activism With Sharp Elbows in 2015
Shareholder activism is always simmering in the United States and overseas, so predicting more of that in 2015 is not news. Compliance Week columnists Stephen Davis and Jon Lukomnik, however, have provocative predictions about how activism will unfold next year—including potentially toxic fights with Corporate America, pressure on proxy advisory ...
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Blog
Oil Companies Seek to Bypass Proxy Access Proposals
In advance of 2015 annual meetings, Marathon Oil and Cabot Oil are seeking the SEC’s blessing for plans to exclude proxy access proposals submitted on behalf of New York City’s pension funds. They cite a recent decision to grant no-action relief to Whole Foods, where the grocery chain sought to ...
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Article
Companies Face New Twists in Shareholder Proposals
What the SEC giveth, the courts may taketh away—a point made clear lately by two conflicting messages for companies seeking to keep shareholder proposals off the proxy statement. At the SEC, a victory for Whole Foods suggests the agency might be more business-friendly in granting no-action letters this coming proxy ...
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Blog
Survey: Directors Uneasy About Risk Strategies
Dec. 16—Many directors are unhappy with their approach to risk oversight and mitigation, frequently feeling out-of-the-loop when it comes to cyber-security threats, according to a new survey by the National Association of Corporate Directors. The survey found that many directors want changes to how risk oversight responsibilities are allocated, with ...
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Blog
Metrics Misused: The Executive Pay Example
The complaint is a common one in governance circles: everyone talks about the importance of long-term value, and then follows the market’s mantra for short-term results. Why? Executive compensation tied to the wrong metrics doesn’t help. Inside, Compliance Week columnists Stephen Davis and Jon Lukomnik pick apart the fallacy of ...
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Resource
Five Steps to Enhance the Board’s Oversight of Cyber Risk
The National Association of Corporate Directors (NACD), in collaboration with AIG and the Internet Security Alliance, has just released its latest issue from the Director's Handbook Series, Cyber-Risk Oversight. The handbook is organized around five key principles to help directors enhance their oversight of cybersecurity. It covers a wide range ...
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Blog
SEC Sides With Whole Foods in Proxy Access Battle
Image: The SEC has sided with Whole Foods in a closely watched effort to submit its own proxy access proposal at the annual meeting. The move supersedes a proposal sought by activist shareholder Jim McRitchie, who wanted to give proxy access to any group of shareholders that collectively owns at ...
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Blog
Pension Funds Target 75 Companies with New Proxy Access Plan
New York City Comptroller Scott Stringer, on behalf of the city's $160 billion pension funds has filed 75 proxy access shareowner proposals requesting bylaws that give shareowners who meet an ownership threshold the right to list their director candidates on a company’s ballot. The proposals will be subject to ...
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Blog
ISS Updates Policies Ahead of Upcoming Proxy Season
Proxy advisory firm ISS has updated its policies and recommendation criteria for 2015 annual meetings. The updates build upon ongoing outreach to companies and investors on such matters as pay for performance; board accountability; boardroom diversity; equity plan evaluation; risk oversight and audit; cross-market listings; and environmental and social performance ...
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Article
ISS Moving to Score Cards for Equity Plan Evaluations
Institutional Shareholder Services has proposed substantial changes to its voting policies on equity plans for the 2015 proxy season. Rather than assigning a pass or fail grade, ISS plans to implement a scorecard approach that weights various factors. The move addresses complaints that ISS takes a cookie-cutter approach to evaluating ...
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Blog
A Turning Point in the Standoff With Proxy Advisers?
Regulators are looking to curtail abuses by proxy advisory firms with new rules that include a mechanism for companies to complain about unfair treatment. While some CEOs and boards, many which have long loathed proxy advisers, may be eager to use these new tools as weapons against them, columnists Stephen ...