On December 16th, the SEC approved significant new disclosure requirements that will have a major impact on the preparation of corporate proxy materials for the 2010 proxy season. These requirements are both substantive a discussion of the impact of a companys incentive compensation arrangements on corporate risk and enhanced disclosure about the role of compensation consultants and technical a new approach for reporting equity awards in the principal compensation tables.
In addition, while a mandatory advisory vote on executive compensation may not be required in 2010, so-called Say on Pay will still have a profound influence on the preparation of next years executive compensation disclosures.
In addition, while a mandatory advisory vote on executive compensation may not be required in 2010, so-called Say on Pay will still have a profound influence on the preparation of next years executive compensation disclosures.
You are invited to join Mark A. Borges of Compensia, Inc., and Scott P. Spector of Fenwick & West LLP for a discussion of the proposed new disclosure requirements and how companies should prepare their 2010 proxy materials, including the following topics:
- Discussing the relationship between your compensation programs and company risk, including how your company monitors and manages the risks associated with your compensation plans and arrangements
- Reporting equity awards in the Summary Compensation Table and Director Compensation Table, and determining whether to supplement this information with alternative disclosures
- Disclosing the role of compensation consultants and other advisors to the board compensation committee, including fees disclosure and enhancing your discussion of the role of competitive positioning and peer groups in the compensation-setting process
- The new corporate governance disclosure requirements, including director and director-nominee qualifications and background and your corporate leadership structure
- The looming presence of Say on Pay and its impact on the 2010 proxy season
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