Recently, I asked Freshfields’ Pam Marcogliese, DLA Piper’s Sanjay Shirodkar, and Compensia’s Mark Borges the question of “What might be an example of a positive outcome for a client based on good disclosure that was drafted?” Here’s a summary of…
Item 402(j) of Regulation S-K provides a lot of flexibility when companies make their “Potential Payments Upon Termination or Change-in-Control” disclosure. In requiring information about potential payments to NEOs in connection with certain specified terminations of employment or a change…
As T. Rowe Price’s Donna Anderson recently noted in my interview with her, she is always kind of surprised at the number of companies – including big companies – that still don’t have any kind of letter or remarks from…
Now that ExxonMobil has filed these solicitation materials with the SEC related to the retail voting program that everyone is talking about, you might wonder what type of campaign your company would wage itself if it were to adopt a…
Director nomination disclosures historically have focused on the nomination and corporate governance committee’s recommendation of the slate of nominees for election. Often this section includes a statement that the committee annually considers the current composition of the board, as well…
Most director policies limiting service on other boards reflect the stated guidelines of the company’s most influential investors and proxy advisors. Disclosure of company-specific board service policies is common to show alignment. While shareholders still show interest in these policies,…
When I blogged a few days ago about our 2025 Transparency Awards Winners, you may have toggled over to our “Transparency Awards” website. If you did, you would have found this wonderfully, detailed 23-page report about the results and highlights…
The most transparent companies in the US! As determined by an independent Transparency Scientific Committee! I am pleased to share the winners of the 2025 Transparency Awards (the “7th Annual” in the US), as noted on the “Transparency Awards” website…
In this 12-minute video, Lockton’s Nicolas Dumont discusses:
How does SEC disclosure impact the reputation of a company? What role do “alternative data sources” play?
How do you see AI impacting the analysis and drafting of disclosure?
What impact could…
During my recent interview with T. Rowe Price’s Donna Anderson, Donna highlighted ways that companies can seek to improve their disclosure about shareholder proposals by noting these four examples:
Use Color – In its 2025 proxy statement, Mondelez puts the…
Disclosure around companies’ recoupment policies slowly have evolved from a high-level bullet in the “what we do” list of compensation best practices to a summary of key terms, mostly to satisfy investor inquiries into whether the policy covers any unearned…
In this 34-minute video, KPMG’s Rani Doyle addresses:
Last minute management changes to earnings scripts
Audit committee makes changes to SEC filings just to prove a point that they’ve read the document
Audit committee asks for too much time to…
This study from the EY Center for Board Matters is chock full of interesting proxy season stats – but the one I found among the most interesting is that for the Fortune 100, nearly half mentioned AI in their director…
Yesterday, Liz Dunshee blogged over on CompensationStandards.com about the comments that the SEC has received so far in response to its June roundtable on executive pay disclosures. As noted in this statement from SEC Chair Paul Atkins, the SEC wanted…
I received a lot of questions in response to my blog about proxy disclosure for those reincorporating. To address some of those, here is this 18-minute video, Keith Bishop – who wrote the first Nevada law treatise – talks about:…
