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Results from: TheCorporateCounsel.net

More on "The Great Checkbox Debate of 2023" : TheCorporateCounsel... Published: 2023-02-10 07:12:15

site about whether to include the two new "clawbacks"-related checkboxes on your Form 10-K cover page this year. The Dodd-Frank clawback rules are not yet effective - but the ...
Musing Further About 1933 Act Safe Harbor vs. Exemption-And the... Published: 2016-03-01 10:21:00

... Congress similarly has taken to mandating 1934 Act regulation such as say-on-pay, pay ratio, and clawbacks. And now, Congress has gone the next step, recently adopting the RAISE ...
Chair Clayton's San Diego Keynote : Mike Gettelman's Blog Published: 2020-02-10 09:31:00

... ESG factors affect different industry groups. Dodd-Frank Rule Holdovers Expect action sometime on clawbacks. Pay-for-performance, maybe not. Clayton says both on his radar screen.
The Corporate Executive, Vol. XXII: 2008 Published: 2025-01-19 12:04:36

2009) Hold-Through-Retirement and Clawbacks (CE Nov-Dec 2009) How to Implement ... (CE Jan-Feb 2009) Making the Most of Clawback Provisions (CE Jan-Feb 2009) Revisiting ...
Non-Compete Forfeiture Provisions-What Companies Are Doing (CE... Published: 2025-01-19 12:04:28

Forfeiture vs. Clawback. At 47.6% of the companies, a violation causes vested options to ... suspect that some of the companies have both bad boy and clawback provisions.] Duration. ...
Final Rules on CEO Pay Ratio Disclosure (CE Sept-Oct 2015) Published: 2025-01-19 12:04:33

has finalized the CEO pay ratio disclosure rules and proposed rules on clawback policies. ... On pg 5, we take an in-depth look at the SEC's proposal on clawback policies, which ...
Executive Compensation Issues for Proxy Preparation for 2017... Published: 2025-01-19 12:04:33

is repealed in its entirety, compensation clawbacks aren't going away anytime soon. On pg 6, we discuss a number of issues emerging in litigation over compensation clawbacks. ...
New Executive Compensation Published: 2009-02-06 16:30:50

.........4 Clawback ......golden parachute payments, the clawback of previously paid compensation, the ...
F R E D E R I C W Published: 2015-12-08 19:18:05

anti-Pledging Policies 4 prevalence 4 Clawbacks 5 Covered Individuals 5 Compensation ... compensation recovery ("clawback") policies, and executive stock ownership guidelines. ...
Preparing Your 2022 Form 10-K: A Summary of Recent Key Disclosure... Published: 2023-01-16 17:12:42

......... 3 Clawback Rules ......Clawback Rules On October 26, 2022, the SEC adopted its final rules regarding recovery ...
Draft House Version of Bailout Bill: Includes "Say on Pay" and... Published: 2008-09-23 07:29:36

"say on pay" vote, limits on severance, clawbacks and shareholder access to the proxy for ... Start with implementing a clawback provision with teeth, eliminate severance arrangements ...
2011 Proxy Season Preview: United Kingdom : Proxy Season Blog Published: 2011-04-13 07:05:00

As a consequence of the code, there will be better disclosure of how risk has been considered when setting remuneration structures, and increased use of "clawback" provisions and ...
AFL-CIO Releases Updated Proxy Voting Guidelines : Proxy Season... Published: 2012-04-12 07:37:00

These policies emphasize pay-for-performance alignment, providing clear pay disclosure, and adoption of risk-mitigating measures such as "clawback" policies and stock holding ...
2020 Shareholder Proposal Recap : Proxy Season Blog Published: 2020-07-23 06:03:00

tying ESP performance to compensation targets (41% of all compensation proposals submitted) - Only one compensation-related proposal passed in 2020 and it was related to clawbacks
The Corporate Executive, Vol. XXIX: 2015 Published: 2025-01-19 12:04:36

Final Rules on CEO Pay Ratio Disclosure (CE Sept-Oct 2015) SEC Proposes Clawback Rules (CE ... Period (CE July-Aug 2015) SEC Proposes Clawback Rules (CE July-Aug 2015) Take Advantage ...
Audit committee charter - fraud language: Q & A/ Discussion Forum Published: 2009-01-27 08:14:26

RE: Audit committee charter - fraud language No, I haven't. What would the provision say? Is this related to clawbacks of officer compensation? Reply Broc Romanek, Editor, ...
SOX 304 Claw Backs : Q & A/ Discussion Forum Published: 2009-08-28 09:24:47

Section 304 twice - the recent CSK Auto case and the Gemstar case from '08. See the "SEC Actions" section of the "Clawback Policies" Practice Area on CompensationStandards.com. ...
negative claw back provision results in a busted PIPE?: Q & A... Published: 2010-05-04 14:39:43

The securities purchase agreement relating to the purchase and sale of such common stock contains a negative claw back provision. The negative clawback provision requires the ...
The ClearBridge 100 Report Published: 2020-12-05 17:41:04

Anti-Hedging & Anti-Pledging Policies Clawbacks TABLE OF CONTENTS Executive Summary ......... 9 Clawback Policies ......
TH ANNUAL SURVEY OF THE 100 LARGEST U.S. PUBLIC COMPANIES CORPORATE Published: 2019-09-19 16:43:22

Statement Disclosures 91 Say-on-Pay 92 Clawback Policies 96 CEO Pay Ratio 97 Hedging and ... Statement Disclosures 91 Say-on-Pay 92 Clawback Policies 96 CEO Pay Ratio 97 Hedging and ...
Corporate Published: 2021-11-05 11:40:49

Cybersecurity 53 IPO Governance Practices 54 Equity Plans 57 Say-on-Pay 58 Clawback ... and to enforcement and malus or clawback action in relation to director ...
NEW YORK Published: 2023-04-05 15:19:15

implementing the Securities and Exchange Commission's (SEC's) Dodd-Frank clawback rules. ... October 2022 and directed the exchanges to adopt clawback policies for listed companies. ...
Uber's Proxy: Weaving ESG Into Business Disclosures : Proxy Season... Published: 2021-04-06 06:01:00

the explanations may help with this year's say-on-pay vote. Uber's expanded stock ownership guidelines and the updated "general misconduct" clawback policy are already in effect.
The Corporate Executive, Vol. XXXI: 2017 Published: 2025-01-19 12:04:36

Section 16 Beginners: Three New Resources (CE Nov-Dec 2017) September-October 2017 Clawbacks in the Real World (CE Sept-Oct 2017) CEO Pay Ratio: Early Disclosures (CE Sept-Oct ...
The Corporate Executive, Vol. XXXVI: 2022 Published: 2025-01-19 12:04:36

Key Compliance Steps (CE Nov-Dec 2022) Clawback Policies in the Spotlight (CE Nov-Dec ... September-October 2022 Taking a Deep Dive into the SEC's New Clawback Rules (CE Sept-Oct ...
Stock Option Non-Compete Forfeiture Provisions-Accounting Update... Published: 2025-01-19 12:04:28

that a clawback (i.e., return of option profits) would trigger variable accounting. We understand, however, that some of the firms are now taking the position that a clawback may ...
Correction of interim financial statements: Q & A/ Discussion... Published: 2024-03-30 05:43:08

of interim financials could be an accounting restatement that could require a clawback (for example, if incentive-based compensation is based on interim period financial results)? ...
Investor and Proxy Advisor View of Compensation Deferrals (CE... Published: 2025-01-19 12:04:34

The deferral plan includes forfeiture and clawback features, Any deferrals related to ... risk of forfeiture, a risk of downward adjustment, and clawback requirements. Back to Top
Public DE Company - Paying Cash Dividend During Deficit: Q &... Published: 2024-07-29 10:14:37

Does anyone have experience with this? Very concerned they are in a state of potential clawback/reversion of prior dividends. Reply 7/29/2024 1:42:29 PM Replies: RE: Public DE ...
Webcast Published: 2025-02-05 01:09:14

Potential Impact of the New Administration on SEC Rulemaking Potential Impact on Compensation Disclosure Evolution of Clawback Policies, Disclosures to Date and Clawback Mechanics ...
Form 20-F for Fiscal Year 2024: What Foreign Private Issuers... Published: 2025-01-21 10:03:21

page 12 Other Matters of Interest - Clawback Policies page 14 - Resource Extraction ... the scope of its comments to address artificial intelligence, cybersecurity and clawbacks. ...
OFFICE OF THE NEW YORK CITY COMPTROLLER SCOTT M. STRINGER | 1 Published: 2019-05-02 15:00:05

14 Executive Compensation Clawbacks ......an enhanced executive compensation clawback policy; the establishment of ...
Microsoft Word - 20196050_1.DOC Published: 2010-07-20 20:53:50

Including Executive Compensation Clawback, Under the Dodd-Frank Wall Street Reform ... Including Executive Compensation Clawback, Under the Dodd-Frank Wall Street Reform ...
DOJ Issues Status Report on Pilot... Published: 2024-09-30 12:41:55

Whistleblowers and Compensation Clawbacks and Supplements its Guidance for ... Awards and Compensation Incentives and Clawbacks Pilot Programs are shaping DOJ's ...
Practice Group Published: 2010-10-21 14:48:27

Indemnification of Sarbanes-Oxley "Clawback" Liability In a case of first ... liability under Section 304 (the "clawback" provision) of the Sarbanes-Oxley Act of ...
Matters To Consider for the 2025 Annual Meeting and Reporting... Published: 2024-12-11 10:52:45

Practice Disclosures page 22 Review Clawback Policies page 23 Evaluate ... the scope of its comments to address artifcial intelligence, cybersecurity and clawbacks. ...
GT Alert_NYSE, Nasdaq Propose Listing Standards Implementing... Published: 2023-04-05 15:18:10

Alert | Corporate March 2023 NYSE, Nasdaq Propose Listing Standards Implementing SEC Clawback Rules Background On Oct. 26, 2022, the Securities and Exchange Commission (SEC) ...
Recent Changes to Disclosure Requirements for Foreign Private Published: 2023-07-31 17:47:02

including required new compensation clawback policies, changes to the insider trading ... we discuss in greater detail below. 1 Clawback Policies New Clawback Policy Requirement ...
The Other Tesla Compensation Litigation : TheCorporateCounsel... Published: 2023-08-17 06:57:26

and the settlement includes the clawback & forfeiture of compensation valued at $735 million. The blog post describes the mechanics of the clawback terms and discusses what this ...
Our Upcoming Proxy Disclosure & NASPP Conferences (CC May-June... Published: 2025-01-19 12:04:17

-In-House Perspective: Strategies for Effective Solicitations -Creating Effective Clawbacks (and Disclosures) -Pledging & Hedging Disclosures -The Executive Summary -The Art of ...
Engagement During the '14 Proxy Season : Proxy Season Blog Published: 2014-08-26 06:32:00

... performance-based awards, and the discontinuation of stock option grants; the adoption of a clawback policy; and a limitation on the scope of future tax gross-up payments. ...
Top 22 Takeaways: Our "Pay Ratio & Proxy Disclosure Conference... Published: 2025-01-19 12:04:19

... predict other areas of focus. 13. Forfeitures & Clawbacks On the Rise: More companies are broadening their forfeiture & clawback provisions, to protect themselves in the event of ...
(Additional) Noteworthy Proxy Disclosure Conference Take-a-Ways... Published: 2015-11-13 07:59:00

... suggested companies amend their Section 16 "welcome" memos to their officers to note that their Section 16-related compensation will be subject to the company's clawback policies. ...
Annual Meetings: Jamie Dimon Doesn't Like Them : Proxy Season... Published: 2017-04-19 06:23:00

... service (AFL-CIO Reserve Fund); appoint a stockholder value committee (Bartlett Naylor); clawback amendment (John Chevedden); and executive compensation philosophy (Jing Zhao). ...
Our Pair of Popular Executive Pay Conferences (CE July-Aug 2015... Published: 2025-01-19 12:04:33

Pay Ratio: What Now Creating Effective Clawbacks (and Disclosures) Pledging & Hedging ... CompensationStardards.com's webcast-"Clawbacks: What Now After the SEC's Proposal" (7/...
Whether compensation recovery policies should be limited in scope... Published: 2024-04-24 00:52:58

RE: Whether compensation recovery policies should be limited in scope to accounting restatements We cover clawbacks on CompensationStandards.com. I will post your question and ...
Option Grants by TARP recipents: Q & A/ Discussion Forum Published: 2010-04-21 04:10:55

Lastly, would the exercise of the option be subject to the clawback requirement of Interim ... gains received upon exercise of a stock option could be subject to clawback. ...
© 2023 Bryan Cave Leighton Paisner... Published: 2023-04-05 15:23:25

their proposals for new listing rules in response to the SEC's final clawback rules. ... take steps to comply with the SEC's new clawback rules, including: ▪ Begin preparation ...
2020 Proxy Season: Considerations for Your Proxy Statement ... Published: 2023-07-05 11:10:55

engagement * How to navigate the new clawback rules * Pay versus performance trends ... listing standards implementing the SEC's clawback rules (Rule 10D-1) * The listing ...
Corporate Governance Published: 2015-10-19 14:13:00

Takeover Defenses 34 Majority Voting Standards 36 Financial-Related Clawbacks 43 Detrimental Conduct Clawback Policies 44 Say-on-Pay 46 Compensation-Related Proxy Disclosure 52 ...