Proxy Season and Form 10-K Filings: A Look Back at 2015 and What to Expect in 2016

December 21, 2015

This overview summarizes new disclosure requirements and other developments that will generally be applicable to SEC reporting companies in connection with their upcoming proxy statement and Form 10-K filings, including those with respect to the executive compensation and corporate governance provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Here are the highlights:

SEC New Disclosure Requirements, Proposed Rules and Recent Developments

  • Long anticipated CEO pay ratio disclosure rule
  • Proposed anti-hedging and anti-pledging disclosure for employees/directors 
  • Proposed additional pay-for-performance table- value to compensation presentation 
  • Proposed new incentive compensation clawback policies under certain accounting restatements 

2016 Season ISS and Glass Lewis Updates

ISS

  • Reduction of acceptable number of board positions for non-CEO directors
  • Continual “against” recommendation for the election of existing directors of existing public companies in unilateral bylaw/charter amendments

Glass Lewis

  • New guidance for overboarding
  • Contextual evaluation of certain exclusive forum provisions
  • New scrutiny of chair of nominating committee for regular board assessment and refreshment in context of company “poor performance”
  • Explicit voting guidelines “against” directors for failures in environmental and social risk oversight
  • New examination structure for evaluating conflicting management and shareholder proposals

Public Company Accounting Oversight Board (PCAOB)

  • Preparations for increased audit scrutiny in response to the full effect of Auditing Standard No. 18, Related Parties

To read more about these developments and expectations for the upcoming proxy season, download the complete alert.