Preparing your 2012 Annual Report? Read This First…

From the attorneys at Skadden Arps, a comprehensive overview of corporate governance and disclosure matters that public companies should consider as they prepare their annual and other reports for this year’s proxy season. It’s our latest corporate law need-to-know.

Here’s a preview:

“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…

  • As a first step, companies should analyze the reports issued by ISS, Glass Lewis and other advisory firms in 2012 with respect to the company’s 2011 executive compensation in order to better understand the concerns of those firms and to consider addressing these concerns…
  • Companies should also consider any feedback they received from their shareholders. If a company makes changes based on the concerns raised, it will be viewed favorably by shareholders and ISS and other advisory firms…
  • We also believe that companies should consider conducting shareholder outreach to discuss any perceived or noted concerns regarding compensation plans or decisions…
  • Of course, companies should be mindful of SEC rules and regulations, such as Regulation FD and the proxy filing requirements, that may apply to these outreach efforts…
  • Companies also should consider whether their proxy materials should be revised to better ‘tell the story’ of the company’s executive compensation programs in a coherent and compelling manner…
  • Companies should consider using charts, graphs and other reader-friendly tools to achieve maximum clarity of the company’s message…
  • One example of a recent change that a number of companies have made is to include a summary section in the proxy statement…”

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