With the first proxy season behind us with the SEC’s new “pay vs. performance” disclosure requirement, it’s a good time to review what we saw as the primary trends – particularly with Corp Fin planning to comment upon these disclosures sometime later this year. Here are the top five trends that we saw:
1.
As described in our earlier blog, the SEC adopted amendments to Rule 16b-3 last month requiring that dispositions by gift of securities previously permitted to be reported on a deferred basis on Form 5 will soon be required to be reported within two days on Form 4.
As reported on Section16.net, Corp Fin apparently
Yesterday, the SEC adopted new rules that:
Here
Yesterday, the SEC adopted the clawback rules that have had quite a long journey, as noted in our blog a few days ago. Here’s the press release, fact sheet and 230-page adopting release.
Here are five things to know:
Last week, ISS posted a set of 11 updated FAQs for pandemic-related pay adjustments. The FAQs are updated from those that ISS originally posted in October 2020. Here are four things to be aware of in the updated FAQs:
1. Getting Back to Normal for Short-Term Incentives – Given that we are now headed
With all signals pointing to the SEC acting on Rule 10b5-1 plans under SEC Chair Gensler– most likely through the rulemaking process –it’s a good time to assess what (if any) changes you should consider for your 10b5-1 plans and policies ahead of any new disclosure obligations. Over the last few months, we’ve gotten a
After a false start last Wednesday, when the SEC cancelled an open Commission meeting to re-open the comment period on its 2015 clawback rule proposal, the SEC’s Commissioners unanimously approved re-opening the proposal the following day. Here’s the new release providing a 30-day comment period – and here’s a statement from SEC Chair Gary Gensler
Not too many choices exist in the technical world of Form 4 reporting. But there is a choice to be made for reporting grants of stock-settled, time-based restricted stock units (RSUs). For Section 16 nerds like me, this is as thrilling as it gets.
These grants can be reported on a Form 4 in either
Unless you’re a diehard Section 16 fan, you might not realize that reporting securities as “indirectly owned through others” is not a binding admission of beneficial ownership. That can be a tough concept to grasp. It doesn’t seem real sometimes.
Although not common, there certainly are situations where the extent of an insider’s beneficial ownership
As companies continue to go public with dual classes of stock – SEC and proxy advisory firm scrutiny aside – questions arise around Form 4 reporting and short-swing profit recovery rules. For example, do you need to include all classes of stock on a Form 4 if you’re only reporting a transaction in one class?