In an article published by Chief Executive, Bass, Berry & Sims attorney Jay Knight provides insight on two SEC rules that should be on the radar for every public company director heading into 2017. In the article, Jay outlines the final rule regarding CEO pay ratio, which requires public companies to disclose the ratio of the compensation of its CEO to the median compensation of its employees, and the SEC's proposed changes to proxy rules to mandate the use of universal proxy cards in contested elections at annual meetings. As Jay points out, "[t]his new rule should be on the board's radar screen because it would introduce for the first time a practical way for shareholders to split their votes for the combination of management nominees and dissident nominees of their choice (mix-and-match). As a result, a universal proxy card voting system could be significant enough to affect election outcomes in some proxy contests."
The full article, "Two New SEC Rules that Should Be on the Board's Radar," was published by Chief Executive on November 9, 2016.