2013 Proxy Season: You Should Know…

From attorneys at Skadden: an 18-page guide to key corporate governance and disclosure issues you should consider while preparing materials for the 2013 annual meeting and reporting season:

“Some of these matters are requirements of new Dodd-Frank Act rules and others are based on lessons gleaned from the 2012 annual meeting and reporting season. The items discussed below will not apply equally to all companies. Whether a particular item applies and how a company should address it will depend on, among other things, the company’s business, shareholder base and executive compensation plans and programs…

Based on the insights gleaned from the 2012 proxy season, we have a number of recommendations for companies to consider as they make compensation decisions and plan for the related disclosure. It is important to note, however, that while some of our recommendations are based on the views of Institutional Shareholder Services (ISS), Glass Lewis and other advisory firms, their views are not the only relevant factors (or perhaps not even one of the most relevant factors) in making these decisions. In some cases, the interests of the company and its shareholders may best be served by making a decision that is contrary to the views of the advisory services. This is a complex and nuanced area with a tremendous amount of media scrutiny, and we urge companies to consult with internal and external advisers as early in the process as possible in order to make the most appropriate and strategically intelligent decisions with respect to their executive compensation programs.”

Read the update:

[Link: Planning for the 2013 Annual Meeting Season – Skadden, Arps, Slate, Meagher & Flom LLP]