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Will the New Year Bring Regulatory Oversight of the Proxy Advisory Firms?

The Senate and the SEC are operating on parallel paths toward the potential regulation of proxy advisory firms. However, the outcome remains uncertain.

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We have seen many false starts on the road to regulate proxy advisory firms. Several recent Congressional attempts to pass legislation to regulate the proxy advisory firms have failed. In 2017, the U.S. House of Representatives passed two bills (the…

SEC Adopts Final Rules for Disclosure of Hedging Policies

On December 18, 2018, the Securities and Exchange Commission (SEC) adopted final rules that require companies to disclose in proxy statements their policies on hedging employer securities.

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In 2010, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), which, among other things, directed the SEC to adopt rules requiring public companies to disclose their hedging policies. On February 9, 2015, the SEC issued proposed…

SEC Announces Agenda and Panelists for Roundtable on Proxy Process

The Securities and Exchange Commission (SEC) has announced the agenda and panelists for the SEC staff roundtable on proxy process to be held on November 15, 2018 in Washington, D.C.

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As we previously reported in our Client Update dated August 9, 2018, SEC Chair Jay Clayton announced that the SEC staff would be holding roundtable discussions with investors, public companies and other market participants about whether the SEC’s proxy rules…

SEC Chair Announces Staff Review of Proxy Process

On July 30, 2018, Securities and Exchange Commission (SEC) Chair Jay Clayton announced that the SEC staff will be holding roundtable discussions with investors, public companies and other market participants about whether the SEC’s proxy rules should be refined.

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The last time that the SEC engaged in a wholesale review of the proxy rules was in 2010, at which time the SEC issued a concept release seeking public comment on whether the U.S. proxy system as a whole operates…

Meridian 2017 Study of Executive Change in Control Arrangements

Meridian’s 2017 Study of Executive Change-in-Control Arrangements (the “Study”) provides current information and data on change-in-control (“CIC”) severance practices of 160 major U.S. listed public companies (the “Study Group”). We also provide trends comparisons to our last two studies, conducted in 2014 and 2011, respectively.

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Study Group Characteristics and Report Scope Study Group Characteristics Each of the 160 companies in the Study Group was a component company of the Standard & Poor’s 500® Index1 (“S&P 500®”) as of December 31, 2016. In addition, the Study…

SEC Issues New Guidance on CEO Pay Ratio Disclosure Rule

Last Thursday, the Securities and Exchange Commission (SEC) and the Division of Corporation Finance issued new guidance on the CEO pay ratio disclosure rule. The issuance of the new guidance lays to rest any remaining hope that the SEC will delay or significantly modify the CEO pay ratio disclosure requirement.

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Public companies and practitioners who were hoping for a comprehensive set of new guidance to address many of the vexing issues underlying the pay ratio rule generally will be disappointed by the limited nature of the guidance. However, the guidance…

SEC Official Confirms that the SEC Will Not Delay CEO Pay Ratio Disclosure

Last Friday, an official of the Securities and Exchange Commission (SEC) confirmed that the SEC will not delay the effective date of the CEO pay ratio disclosure rule and that the SEC staff will be issuing additional guidance on the rule.

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At the American Bar Association Annual Meeting, Bill Hinman, SEC Director of the Division of Corporation Finance said that the SEC would not delay the implementation of CEO pay ratio rule. In addition, Mr. Hinman stated that SEC staff would…

CEO Pay Trends: Looking Beyond Reported Pay Figures

CEO Pay Trends: Looking Beyond Reported Pay Figures Webinar from July 13, 2017

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In case you missed this fantastic webinar on July 13, 2017… Visit http://www.equilar.com/webinar-videos.html to request a full replay or the slides from this webinar entitled CEO Pay Trends: Looking Beyond Reported Pay Figures. Equilar, Meridian Compensation Partners and the Center On Executive…

House Approves Financial CHOICE Act

On June 8, 2017, the U.S. House of Representative approved the Financial CHOICE Act (“CHOICE Act”), which, if approved by the Senate and signed by President Trump, would repeal and roll back significant portions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The House vote was 233 to 186, with one Republican opposing and not a single Democrat supporting the CHOICE Act.

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As reported in Meridian Client Update of May 12, 2017, the principal focus of the CHOICE Act is the banking provisions of Dodd-Frank and the Consumer Financial Protection Bureau. However, the CHOICE Act, if enacted, would make the following changes…

House Committee Approves Bill to Repeal Key Provisions of Dodd-Frank

On May 4, 2017, the House Financial Services Committee approved the Financial CHOICE Act (“CHOICE Act”) to repeal and roll back significant pieces of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The Committee voted to send the CHOICE Act to the House floor, 34-26, along party lines.

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The principal focus of the CHOICE Act is the banking provisions of Dodd-Frank and the Consumer Financial Protection Bureau. In addition, the CHOICE Act includes provisions relating to agency rulemaking requirements, judicial review of agency actions and capital formation. In…

Jay Clayton Confirmed as SEC Chair

President Trump’s nominee for Chair of the Securities and Exchange Commission (SEC), Jay Clayton, has been confirmed by the Senate.

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Jay Clayton, a Wall Street securities attorney, will be sworn in this week as the Chair of the SEC. The Senate confirmed Mr. Clayton’s nomination on May 2, 2017. After Mr. Clayton is sworn in, the SEC will have three…

Acting SEC Chair Signals Possible Delay in Implementation of Pay Ratio Rule

Chair Piwowar has called for public comment on rule compliance issues.

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Yesterday, Acting Securities and Exchange Commission (SEC) Chair Michael Piwowar issued a public statement in which he has asked for comments about delaying the implementation of the CEO pay ratio rule. Under current rules, the CEO pay ratio rule became…

Nasdaq Talks to Donald Kalfen of Meridian about Preparing for CEO Pay Ratio Disclosure

They discuss how the rule could fare under President Trump, next steps for planning ahead, and more.

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This article originally appeared in the Nasdaq Governance Clearinghouse. Should public companies still plan on implementing the CEO Pay Ratio rule given that President-elect Trump has promised to repeal or reform Dodd-Frank? Nasdaq sat down with Don Kalfen of Meridian…

The Election of Donald J. Trump—What it Means for Executive Pay

Our predictions and analysis on how a new administration could affect executive pay programs.

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The election of Donald J. Trump as the next President of the United States will likely have far reaching effects on the statutory and regulatory regimes covering executive compensation and related corporate governance matters. What exactly the effect will be…

Will Dodd-Frank and the CEO Pay Ratio Be Repealed?

A look at what the U.S. presidential election portends for the future of financial reform.

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It has been six years since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which mandated that the Securities and Exchange Commission (SEC) develop rules intended to address the then-current financial crisis. One such rule concerns…

SEC Issues Interpretative Guidance on the CEO Pay Ratio Rule

Meridian explains how this guidance should inform companies' calculation of the CEO pay ratio.

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The Securities and Exchange Commission (“SEC”) staff has issued interpretive guidance on the final CEO pay ratio rule (“Final Rule”). The Final Rule requires public companies to disclose the ratio of CEO pay to the median employee pay (“Pay Ratio”).…

Waiver of Legal Claims and Non-Disclosure Covenants May Violate SEC Whistleblower Protections

Meridian looks at a recent SEC enforcement action and explains how companies can avoid similar issues.

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Recent SEC enforcement actions may require companies to revise existing employment and severance arrangements to modify non-disclosure requirements and provisions relating to waiver and release of legal claims. Two ubiquitous provisions found in employment and severance arrangements include non-disclosure covenants…

EEOC Proposes to Significantly Expand Employer Requirements to Report Pay Data

Meridian explains what this expansion entails, and comments on how it could affect companies.

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With little fanfare, the Equal Employment Opportunity Commission (EEOC) earlier this month issued a revised proposal to impose significant compliance burdens on private sector employers to collect and submit extensive employee pay data. According to the EEOC, the pay data…

Effective CD&A Disclosure

The importance of telling your company's compensation story effectively.

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The Basics The Compensation Discussion and Analysis (CD&A) is a required part of a company’s annual proxy statement. Its purpose, per SEC rules effective in 2006, is to “provide material information about the compensation objectives and policies for named executive…

Trends Emerging in Compensation Policies for Bank Executives

Meridian examines policies for risk adjusting payouts, use of company stock, and retention of stock awards.

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Governance policies related to executive compensation are on the rise as a result of increased influence of bank regulators, shareholders and the Securities and Exchange Commission (SEC). These policies are intended to reduce compensation-related risk, encourage a long-term perspective and…