Survey Results: Compensation Consultant Conflicts Disclosure
| A new SEC rule (Item 407(e)(3)(iv) of Regulation S-K)
requires disclosure if a conflict of interest has arisen in connection
with the work of a compensation consultant (whether selected by
management or the compensation committee). To satisfy this disclosure
requirement, companies will need to conduct a conflicts of interest
assessment. This raises the question of whether companies will include
voluntary disclosure (so-called "negative disclosure") in their proxy
statement when a determination of "no conflict" has been made. Please
participate in this anonymous survey: |
 1. For our next
proxy statement, when it comes to the newly required conflicts of
interest disclosure about compensation consultants (ie., Item
407(e)(3)(iv) of Regulation S-K), assuming that no conflict of interest
is identified, our company: (Total responses: n=74)
(select only one) |
| n=46 (62.16%) |
Has made a decision, at least at the staff level, whether to make
voluntary negative disclosure (eg., as an anticipatory "best practice"
or simply to signal to the SEC Staff and our shareholders that we were
aware of the new disclosure requirement) |
| n=26 (35.14%) |
Hasn't yet figured out whether it will make any voluntary
negative disclosure |
| n=2 (2.70%) |
I hadn't realized that there is a new conflicts of interest
disclosure (and assessment) requirement! |
2. For those of
you who know which approach your company will take, our company intends
to: (Total responses: n=52)
(select only one) |
| n=13 (25.00%) |
Only provide disclosure if a conflict of interest is identified -
and not provide any voluntary negative disclosure |
| n=35 (67.31%) |
Provide voluntary disclosure that a conflicts of interest
assessment was conducted and that no conflict of interest was
identified. |
| n=4 (7.69%) |
Provide voluntary negative disclosure that works through one or
more of the six non-exclusive factors supporting a "no conflict of
interest" conclusion |
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