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NASDAQ Updates Equity Compensation Plan FAQs

Boards now may unilaterally amend equity plans to allow maximum withholding on equity awards.

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The Nasdaq recently updated its FAQs on Equity Compensation Plans to clarify that a Nasdaq listed company may amend its equity plan to allow for share withholding up to the maximum statutory withholding amount without seeking shareholder approval. As discussed…

Settlement of Director Pay Lawsuit Provides Best Practices Framework

Meridian examines the terms of this recent settlement and explains how it should influence director pay practices.

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A recent settlement of a shareholder lawsuit alleging excessive compensation to non-employee directors provides a framework for best practices related to director pay. Last month, the Delaware Chancery Court approved a settlement of Calma v. Templeton, a derivative lawsuit that…

FASB Simplifies Accounting Rules for Stock-Based Compensation

A new amendment has important implications for the tax administration of equity plans.

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The Financial Accounting Standards Board (FASB) recently amended ASC Topic 718 to simplify the accounting standards for stock-based compensation (“Amendment”). The Amendment is not a wholesale overhaul of Topic 718, but is narrowly crafted to modify several discrete areas of…

Updates to ISS & Glass Lewis Compensation & Related Policies

Policy changes have implications for both equity plan voting and director over-boarding.

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ISS has changed its methodology for assessing treasury-based incentive plans with effect in 2016. In addition, both ISS and Glass Lewis have changed their standards for director “over-boarding” with effect in 2017. Equity Plan Voting As expected, ISS is introducing…

Companies Should Consider Implementing Limits on Share Grants to Directors

Recent Delaware court decisions may usher in a new era of litigation based on equity awards to non-employee directors.

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Two Delaware court decisions are causing many companies to contemplate including in their equity plans annual share limits on grants (and possibly annual limits on cash awards) to non-employee directors. In Calma v. Templeton, the Delaware Chancery Court refused to…

Compensation When Oil is in the $40’s

With oil prices in the $40 per-barrel range, this creates an entirely new environment for oil and gas compensation decisions. Meridian analyzes the themes and realities for 2015.

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Oil prices in the $40s create an entirely new environment for oil and gas compensation decisions this year. From our vantage point across the industry we’ve noted several important themes and realities: Situations differ. Low prices impact everyone, but some…

ISS Provides Additional Guidance on New Voting Policy on Equity Plan Proposals

ISS has implemented new proxy voting guidelines applicable to equity plan proposals included in 2015 proxies.

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On November 6, 2014, Institutional Shareholder Services (ISS) issued final updates to its proxy voting policies that included a complete overhaul of its policies on equity plan proposals (see Meridian Client Update dated November 10, 2014). At the end of…

ISS Adopts Final Policy Updates for 2015

On November 6, 2014, Institutional Shareholder Services (ISS) issued final updates to its proxy voting policies that largely reflect the updates as initially proposed by ISS.

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On November 6, 2014, Institutional Shareholder Services (ISS) issued final updates to its proxy voting policies that largely reflect the updates as initially proposed by ISS (see Meridian Client Update dated October 21, 2014). The policy updates revise ISS proxy…

Term Limits and Board Diversity: Developing Policies that Work

In January, 2014, the Ontario Securities Commission proposed disclosure rules that will require TSX-listed issuers in Ontario to annually disclose the combination of term limits and gender diversity

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In January, 2014, the Ontario Securities Commission (OSC) published proposed disclosure rules that will require TSX-listed issuers in Ontario to annually disclose: Any policies they have regarding the representation of women on the board (and other details respecting women on…

ISS Issues Proposed Policy Updates for 2015

Proposed policy updates would revise ISS proxy voting policies for U.S. listed companies in two areas relating to executive compensation and corporate governance

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On October 15, 2014, Institutional Shareholder Services (ISS) issued draft updates to its proxy voting policies. The proposed policy updates would revise ISS proxy voting policies for U.S. listed companies in the following two areas relating to executive compensation and…

Coca-Cola Announces Equity Stewardship Guidelines

Announcement is part of Coke’s rollout of its “Equity Stewardship Guidelines” which will govern the Company’s equity grant practices.

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In response to shareholder concerns over the potential dilutive impact of its 2014 Equity Plan, the Coca-Cola Company took the unusual step of announcing that it will use “substantially fewer shares for long-term equity awards” by “significantly reducing the use…

Using Adjusted Financial Data in Incentive Plans

The key to a successful incentive design is selecting the right metrics – ideally metrics that drive shareholder value and ones that executives understand and control.

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As we move into the fall, many companies and their compensation committees will be taking a closer look at current incentive plans, ensuring they still meet company needs and properly align pay and performance. The key to a successful incentive…

Modest Increase in Compensation for Outside Directors Over Recent Years

Median total compensation paid to outside directors in the Fortune 250 increased just under 3% in the past year.

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Meridian Compensation Partners, LLC, a leading executive compensation and corporate governance consulting firm, has found that median total compensation paid to outside directors in the Fortune 250 increased just under 3% in the past year. Equity grants continue to comprise…

Coca-Cola Controversy

The Soda Giant’s 2014 Equity Plan Proposal Causes A Stir

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Equity plan proposals brought to shareholders for approval rarely meet any level of meaningful resistance. That was not the case with The Coca-Cola Company’s request for shareholders to approve its 2014 Equity Plan that included a share pool of 500…

New Mandatory Forms Released

NASDAQ and NYSE Issue Compensation Committee Certification Forms

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Earlier this month, NASDAQ and the New York Stock Exchange (NYSE) posted on-line forms that listed companies must complete to confirm their compliance with new listing rules on compensation committee independence standards. These forms may be found at the following…

Satisfying Your Shareholders

Understanding How Institutional Shareholder Services (ISS) Evaluates Pay for Performance

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For TSX Composite Index companies, ISS will recommend voting “against” say on pay, “withhold” on directors, and/or “against” an equity plan proposal if: There is significant misalignment between CEO pay and company performance, The company has problematic pay practices, or…