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A Practical Guide to SEC Proxy and Compensation Rules, Sixth Edition is designed to meet the special needs of corporate officers and other professionals who must understand and master the latest changes in compensation disclosure and related party disclosure rules, including requirements and initial SEC implementing rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Current, comprehensive and reliable, the Guide prepares you to handle both common issues and unexpected situations. Contributions from the country's leading compensation and proxy experts analyze: Executive compensation tables Compensation disclosure and analysis Other proxy disclosure requirements E-proxy rules Executive compensation under IRC Section 162(m) And much more! Organized for quick, easy access to all the issues and areas you're likely to encounter in your daily work, A Practical Guide to SEC Proxy and Compensation Rules Dissects each compensation table individually--the summary compensation table, the option and SAR tables, the long-term incentive plan table--and alerts you to the perils and pitfalls of each one Walks you through preparation of the Compensation Disclosure and Analysis Explains the latest interpretations under the SEC's shareholder proposal rule and institutional investor initiatives and what they mean for the coming proxy season Helps you tackle planning concerns that have arisen in the executive compensation context, including strategies for handling shareholder proposals regarding executive compensation and obtaining shareholder approval of stock option plans The Sixth Edition reflects the latest SEC and IRS regulations, guidance, interpretations and disclosure practices. It adds a new chapter focused on developments and practices relating to required public company "say-on-pay" advisory votes pursuant to the Dodd-Frank Act. Another new chapter addresses director qualifications and Board leadership, diversity, and risk oversight disclosures. This one-volume guide will help you prepare required disclosures as well as make long-range plans that comply fully with regulations and positions taken by the SEC more quickly and completely than ever before. In addition, we've updated the Appendices to bring you the latest rules and relevant primary source material. Previous Edition: Practical Guide to SEC Proxy and Compensation Rules, Fifth Edition ISBN 9780735598959
The 2012 Handbook for Preparing SEC Annual Reports and Proxy Statements is an excellent sourcebook for all those who have responsibility for preparing and reviewing the following annual disclosure documents for public companies: the annual report on Form 10-K, the annual meeting proxy statement and the annual report to shareholders. In addition to a comprehensive analysis of the various rules and forms that apply to these documents, this book contains practical guidance based on our own experiences and those of our colleagues in representing various public companies over the years. Where appropriate, we have referenced informal SEC guidance from its Interpretive Releases and its Division of Corporation Finance's Compliance and Disclosure Interpretations. Various examples have been included to assist you in complying with the complicated federal securities laws and preparing proper disclosure. The authors have also highlighted where relevant the interplay among the SEC rules and those of the national securities exchanges and state corporate law. The focus of this book is on U.S. issuers that are subject to Regulation S-K and not smaller reporting companies under Rule 12b-2 of the Securities Exchange Act of 1934.
The 2009 Handbook for Preparing SEC Annual Reports and Proxy Statements is an excellent sourcebook for all those who have responsibility for preparing and reviewing the following annual disclosure documents for public companies: the annual report on Form 10-K, the annual meeting proxy statement and the annual report to shareholders. In addition to a comprehensive analysis of the various rules and forms that apply to these documents, this book contains practical guidance based on our own experiences and those of our colleagues in representing various public companies over the years. Where appropriate, we have referenced informal SEC guidance from its Interpretive Releases and its Division of Corporation Finance's Compliance and Disclosure Interpretations Various examples have been included to assist you in complying with the complicated federal securities laws and preparing proper disclosure. The authors have also highlighted where relevant the interplay among the SEC rules and those of the national securities exchanges and state corporate law. The focus of this book is on U.S. issuers that are subject to Regulation S-K and not smaller reporting companies under Rule 12b-2 of the Securities Exchange Act of 1934.
Written by leading authorities, the Second Edition of A Practical Guide to SEC Proxy and Compensation Rules provides expert analysis and valuable tips and pointers on everything you need to know to master the proxy process and ensure compliance with the SEC's rules. You get comprehensive guidance on such essential issues as: Preparing the executive compensation tables and compensation committee report -- plus examples and the full text reports of seven companies -- Explanations of the FASB rules on accounting for stock options -- Discussions on the requirements necessary to ensure the tax deductibility of executive compensation under IRC Section 162(m) -- Descriptions of the disclosure requirements for a company seeking shareholder approval of certain employee benefit plans -- Analysis of institutional activism under the proxy rules -- And much more. Insightful analysis throughout this guide of how companies have responded to the SEC regulations and on the positions taken by the SEC will help you prepare day-to-day disclosures as well as long-range plans. Valuable appendixes contain SEC and DOL releases, rules and regulations.
The Law Library presents the complete text of the Shareholder Choice Regarding Proxy Materials (US Securities and Exchange Commission Regulation) (SEC) (2018 Edition). Updated as of May 29, 2018 We are adopting amendments to the proxy rules under the Securities Exchange Act of 1934 to provide shareholders with the ability to choose the means by which they access proxy materials. Under the amendments, issuers and other soliciting persons will be required to post their proxy materials on an Internet Web site and provide shareholders with a notice of the Internet availability of the materials. The issuer or other soliciting person may choose to furnish paper copies of the proxy materials along with the notice. If the issuer or other soliciting person chooses not to furnish a paper copy of the proxy materials along with the notice, a shareholder may request delivery of a copy at no charge to the shareholder. This ebook contains: - The complete text of the Shareholder Choice Regarding Proxy Materials (US Securities and Exchange Commission Regulation) (SEC) (2018 Edition) - A dynamic table of content linking to each section - A table of contents in introduction presenting a general overview of the structure