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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…

Institutional Shareholder Services Releases its 2019 Policy Survey Questionnaire

Institutional Shareholder Services (ISS) recently issued its 2019 policy survey questionnaire, which previews potential changes in ISS’s proxy voting policies.

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Through its annual policy survey, ISS seeks feedback from institutional investors, public companies, corporate directors and the consulting and legal communities on emerging trends in corporate governance, executive compensation and other matters as part of its policy formulation process. The…

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…

Report on Say on Pay and Select Shareholder Proposals For the 2018 Proxy Season

Meridian Compensation Partners, LLC is pleased to provide this periodic report on key voting results for the 2018 proxy season.

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Executive Summary Meridian Compensation Partners, LLC is pleased to provide this periodic report on key voting results for the 2018 proxy season. Specifically, this report will cover the following areas: ■ Standard & Poor’s (S&P) 500 Say on Pay (SOP)…

Senate Banking Committee Requests Answers from Proxy Advisory Firms

Earlier this month, members of the U.S. Senate Banking, Housing, and Urban Affairs Committee sent letters to the two major proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis (GL), requesting answers about their business practices.

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In these letters, Senator Dean Heller (R-NV) and his colleagues raise questions related to each proxy advisory firm’s voting system, report inaccuracies and conflicts of interest. The letters also express concern about the proxy advisory firms’ market concentration and significantly…

Best Practices for Restructuring Your Incentive Pay Plan

Watch Meridian Partner Marc Ullman on TK Kerstetter's Inside America's Boardrooms.

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In this episode, Partner Marc Ullman joins host TK Kerstetter to discuss best practices for rethinking the incentive pay structure. With the goal of aligning pay and performance, Ullman outlines eight DOs and DON’Ts for today’s compensation committees. In addition…

Report on Say on Pay and Select Shareholder Proposals for the 2017 Proxy Season

Meridian Compensation Partners, LLC is pleased to provide this periodic report on key voting results for the 2017 proxy season.

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About This Material Specifically, this report will cover the following areas: Standard & Poor’s (S&P) 500 Say on Pay (SOP) Vote Results and Analysis Russell 3000 SOP Vote Results and Analysis Analysis of Vote Results on Select Shareholder Proposals Highlights…

The BP Shareholder Vote: A Cautionary Tale

Despite using the "correct" process, BP shareholders still took issue with the company's compensation programs.

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Compensation is often more about the message than the money. BP’s recent shareholder vote offered some valuable lessons for other energy companies about sending the right messages to shareholders when commodity prices impact business results. On April 14th, nearly 60%…

Canadian Companies Continue to Voluntarily Adopt Say on Pay

Canadian company participation in Say on Pay has increased almost 25 percent since 2013.

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Although Say on Pay remains voluntary in Canada, the number of companies with an advisory resolution on executive compensation continues to rise, with 162 companies holding Say on Pay votes in 2015 – up from 156 in 2014 and 133…

Equity Usage for Incentives Remains Stable at Most Large U.S. Companies

Annual run rates are slightly down, while the three-year average has remained constant.

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LAKE FOREST, IL—According to a recent study of annual “run rate” and “overhang” levels among Fortune 100 companies by Meridian Compensation Partners, LLC the annual run rate (or share usage) for Fortune 100 companies has declined slightly to 1.3% and…

ISS’s Say on Pay Vote Recommendations Surprisingly Similar to Last Year

Some experts expected more "against" votes for the energy industry this year, but that did not come to fruition.

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Heading into this recently past proxy season, experts speculated that ISS might recommend “against” say on pay proposals among the energy industry at a higher rate compared to last year assuming the dramatic decline in stock prices, driven by the…

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…

Is Your Compensation Committee Ready For What Lies Ahead?

Issues such as new ISS guidance around sharepools and the challenge of shareholder engagement are discussed.

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Watch Bob Romanchek, Partner, join TK Kerstetter, host of “Inside Boardrooms,” to discuss… “Is Your Compensation Committee Ready For What Lies Ahead?”

Assessing Your Say-on-Pay Vote

What directors should understand about say-on-pay voting and how to improve results in the future.

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As banks prepare for their annual shareholder meetings, most will have a say-on-pay vote where shareholders indicate whether they sup­port the executive compensation program. This process has pressured companies to improve their compensation disclosures and clearly explain their pay practices…

ISS Issues New Policy on Proxy Access Proposals

Under a revised policy, dated Feb. 19th, 2015, ISS will generally support a proxy access proposal that meets certain minimum requirements.

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On February 19, 2015, Institutional Shareholder Services (ISS) issued a revised policy on evaluating shareholder and management proposals on “proxy access.” Under the revised policy, generally ISS will support a proxy access proposal that meets certain minimum requirements (these requirements…

Thinking Like an Activist—The Benefits of Looking at Executive Compensation Programs through a Critical Lens

Looking at your executive compensation program from an activist perspective will help you assess how likely it is your company will have to deal with activist investors.

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The significant increase in shareholder activism has many companies and compensation committees playing defense. While the specter of activist interest is generally viewed with concern, looking at your executive compensation programs from the perspective of an activist investor can focus…

Setting Appropriate Performance Metrics and Goals

Executive pay has become more transparent, responsible, and aligned to performance than ever before.

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In an environment of significant public and media scrutiny, executive compensation’s evolution over the last decade has been dramatic and very visible. Executive pay has become more transparent, responsible, and aligned to performance than ever before. But in this Say-on-Pay…

Variations on “Conventional” Compensation Themes

There are many instances where a more customized approach to executive compensation is preferable and, frankly, more effective.

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Although very few companies have failed say on pay, the shareholder advisory vote on executive compensation has clearly impacted program design. Compensation committee members focus primarily on how shareholders will view a company’s pay programs. All too often, they also…

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…

ISS Launches QuickScore 3.0

According to ISS, QuickScore 3.0 is intended to assist investors in identifying corporate governance risk within portfolio companies.

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On October 29, 2014, Institutional Shareholder Services (ISS) announced the release of ISS Governance QuickScore 3.0, the third generation of its governance-scoring tool. According to ISS, QuickScore 3.0 is intended to assist investors in identifying corporate governance risk within portfolio…