Client Alerts - What You Need to Know

Pearl Meyer & Partners Client Alerts provide extensive technical guidance on developments in the disclosure, tax, and accounting treatment of compensation. Related information and commentary can be found under Articles and White Papers, Presentations and Speeches and Regulatory Links.

An ISS Holiday Gift Basket - Technical Guidance on Pay-for-Performance Test, Updated GRId and New Burn Rate Tables for 2012 Proxies
December 29, 2011

A detailed look at much-anticipated, end-of-year information from proxy advisory firm Institutional Shareholder Services on their planned methodologies for evaluating executive pay programs in 2012.

ISS Issues Policy Updates for 2012 Proxy Season
December 6, 2011

A summary of newly announced changes to ISS’s 2012 Policy for evaluating select proxy proposals, including compensation and governance issues related to Say on Pay and Director re-election matters. 

Proxy Access Struck Down By Courts - Additional Dodd-Frank Act Compensation and Governance Provisions Delayed
August 4, 2011

Shortly after a U.S. District Court delayed easier shareholder nomination of Board candidates under Dodd-Frank, the SEC postponed five additional pay and governance provisions to 2013. This Alert discusses the newest developments and what’s ahead.

SEC Proposes Rules for Implementing New Compensation Committee and Consultant Independence Standards
April 19, 2011

A detailed discussion of Proposed Rules for Section 952 of Dodd-Frank highlighting where they provide further guidance or defer to the Exchanges for additional rulemaking. An updated timeline for implementation of related compensation provisions under Dodd-Frank is provided.

FDIC Approves Rules to Implement Dodd-Frank Limits on Incentive Pay Risk at Financial Institutions
February 22, 2011

Guidance on rules to more closely regulate the use of incentive compensation arrangements (ICAs) for executives of large financial institutions.

SEC Finalizes Say on Pay Rules
February 4, 2011

A summary of modifications made by the SEC in the Final Rules for conducting Say on Pay Advisory Votes and a look at the early filer advisory vote recommendations and shareholder results from the first filers.

ISS Issues Policy Updates and FAQs for 2011 Proxy Season
December 21, 2010

A summary of compensation-related updates to the voting policy of proxy advisory firm Institutional Shareholder Services and suggestions for how companies should respond.

SEC Proposes Rules for Implementing Say on Pay Advisory Votes - Implementation of Some Dodd-Frank Provisions Delayed
October 25, 2010

Key provisions of proposed SEC rules to implement public company requirements for Say on Pay (SOP), Say on Frequency (SOF) and Say on Golden Parachutes (SGP) – collectively, the SOP Advisory Votes – under the Dodd-Frank Wall Street Reform and Protection Act.

Dodd-Frank Financial Services Reform Act Signed - New Requirements for Say on Pay, Executive Pay Disclosure and Director Independence May Eventually Affect All Companies
July 21, 2010

New mandates directed at Wall Street pay practices could significantly change the design, disclosure and governance of executive compensation programs at all public companies.

Federal Reserve Joins Forces with FDIC, OCC and OTS to Issue Final Guidance on Incentive Compensation Oversight and Risk
June 29, 2010

Regulators issue their final guidance to banking organizations' on the use of incentive compensation arrangements, including requirements for monitoring and controlling risk.

The SEC's Holiday Gift: Final Rules for 2010 Compensation and Corporate Governance Disclosures
December 21, 2009

The SEC's newly finalized rules for expanded disclosure of compensation and corporate governance include meaningful and practical changes and clarifications to the original version proposed last July.

RiskMetrics 2010 Policy Updates: Test of Pay for Performance and List of Problematic Pay Practices Fine-Tuned
December 7, 2009

A Q&A on important compensation-related updates to the voting policy of proxy advisory firm Risk Metrics Group (RMG) that will apply to all shareholder meetings held on or after February 1,2010 and, eventually, may become industry-wide best practices.

Federal Reserve Proposes Unprecedented Oversight of Pay Programs at Financial Organizations
November 4, 2009

A new proposal by the Federal Reserve would impose an unprecedented level of influence over compensation practices at certain financial institutions. The guidance is intended to impose better controls over incentive compensation programs and, eventually, to be adopted as industry-wide best practices.

House Backs Say on Pay and New Independence Rules
August 4, 2009

The House-approved Corporate and Financial Institution Compensation Fairness Act of 2009 would require public companies to provide shareholders with an annual, non-binding advisory vote on pay. The bill also calls for stricter standards of Compensation Committee independence at all companies and limits the use of compensation incentives at some financial institutions

SEC Seeks Significant Expansion of Compensation and Corporate Governance Disclosures for 2010 Proxy Season
July 20, 2009

Proposed SEC changes to proxy disclosure rules that could significantly heighten reporting of the details of compensation programs and corporate governance.

Obama Administration's Proposed Say on Pay and Comp Committee Independence Standards for All Public Companies
June 12, 2009

The Administration's new initiatives to reform executive compensation programs and corporate governance at all public companies.

The SEC's Busy Spring/Summer Agenda - Disclosure Rule Amendments, New Disclosure Interpretations, and Proposed Proxy Access Rules
June 12, 2009

The beginning of what will be a year jam-packed with new guidance from the Commission, as well as the IRS, DOL and Congress.

Summary of Significant Executive Compensation Restrictions for Companies Participating in TARP
March 1, 2009

The status of and requirements for executive pay programs under EESA, AIFP and ARRA.

The Ever-Changing Federal Assistance Landscape: Treasury's New Executive Pay Restrictions
February 6, 2009

The Treasury Department's newest round of limitations on executive compensation programs for financial institutions taking government funds.

The Emergency Economic Stabilization Act of 2008, Part II: The Evolving Rules on Executive Compensation
October 22, 2008

A Q&A on new executive compensation restrictions for participating organizations that are included in the three new rescue programs established by the Treasury.

The Emergency Economic Stabilization Act of 2008: Impact on Executive Compensation
October 8, 2008

A Q&A addressing the executive compensation provisions of the Troubled Asset Relief Program and related amendments to the golden parachute rules and deductibility limits.

IRS Finalizes New Form 990 Instructions - Tax-Exempt Compensation Disclosures Greatly Increased
September 10, 2008

New proxy reporting requirements provide offer tax-exempt organizations with useful new opportunities - and obligations - to explain what was paid to their top executives and why.

SEC Staff Issues Further Interpretive Guidance to Executive Compensation Disclosure Rules
August 5, 2008

Further SEC guidance on proxy disclosure of executive compensation, clarifying requirements for a dozen issues including performance measures; benchmarking; the role of the compensation consultant; perquisites; NEO determination; cash retention agreements; and subsidiary/parent payments.

Update to Client Alert on Section 162(m) of the Internal Revenue Code
March 1, 2008

The IRS has confirmed reversal of its longstanding position regarding the tax treatment of awards that may be accelerated following an involuntary termination. The effect will be to disqualify as "performance-based compensation" such awards, which previously had been treated as tax-deductible under Section 162(m).

Deductibility of Accelerated Performance-Based Compensation in Jeopardy - IRS Urges Companies Not to Act Until Further Guidance is Issued
February 20, 2008

An apparent narrowing of the IRS's interpretation of Section 162(m) could end up forcing companies to choose between preserving the deductibility of performance-based compensation or continuing to allow for accelerated vesting of payouts in some termination scenarios.

ISS Policy Updates Effective February 1, 2008
January 23, 2008

ISS Governance Services has made significant changes in its U.S. Corporate Governance Policy, including updates to its advisory positions on "Say on Pay" votes; "Poor Pay and Exemplary Pay Practices;" and methodologies for calculating annual equity use. These changes are of major interest to Boards, given ISS's highly influential role in advising companies, and may offer a degree of relief to some companies whose equity use or compensation arrangements formerly would have been judged negatively.

New Form 990 Signals More Intense IRS Scrutiny of Compensation for Tax-Exempt Organizations
January 16, 2008

Paralleling the SEC's drive for increased disclosure of executive compensation programs, the IRS issues expanded reporting requirements for tax-exempt organizations that are likely prompt more scrutiny of programs by stakeholders and closer Board oversight.

SEC Provides New Tool for Proxy Research
January 14, 2008

A free online tool unveiled by the SEC allows for easy downloads and comparisons of detailed compensation data from corporate filings, but could lead to misinterpretation of some disclosed values if methodologies are not fully understood by investors.

SEC's Second Phase of Proxy Review: Summary of Staff Findings and Observations
October 22, 2007

Highlights of the SEC's second phase of review of 2007 executive compensation disclosures, in which the Corporate Finance Staff provides observations and general guidance as to how programs should be reported in the upcoming proxy season.

SEC Begins First Phase of 2007 Proxy Review
August 24, 2007

As part of its first phase of review of executive and director compensation disclosure in 2007 proxies, the SEC Corporate Finance Staff has sent its first wave of comment letters to certain targeted companies. A second phase of review will provide all companies with general guidance as to what the Staff will expect for the upcoming proxy season.

New Changes to Disclosure of Stock-Based Compensation
January 3, 2007

Responding to concerns about how executive equity grants will be calculated under new compensation disclosure rules in 2007, the SEC approved a change to the Summary Compensation Table that generally will require that companies report the accounting cost of grants, rather than their full fair value on the date of grant. The resulting changes to the values disclosed for stock and option awards may have a significant impact on who is disclosed as a Named Executive Officer (NEO).

We have prepared two Client Alerts discussing this important modification.

Highlights of the SEC’s Last-Minute Changes to Stock-Based Compensation Reporting Rule - A concise overview of the new option reporting methodology, its likely impact and how companies can best approach bringing ongoing disclosure preparations into compliance.

SEC Adopts Changes to the New Executive Compensation Disclosure Rules: Changes More Closely Align Proxy Reporting with Accounting Rules - A technical review of all aspects of the revised equity disclosure rules, including related accounting nuances that may significantly impact the amounts reported.

New Consequences - Quantifying Change-in-Control Payments Under New Proxy Disclosure Rules
October 23, 2006

Some not-so-obvious aspects of calculating the value of payments to Named Executive Officers in the event of a Change-in-Control.

SEC Final Proxy Disclosure Rules: What You Need To Do Now
September 22, 2006

The ways in which the SEC’s new proxy disclosure rules require a major overhaul of many longtime compensation policies and practices.

SEC Issues Final Rules on Executive and Director Compensation Disclosure
August 24, 2006

A summary of the most significant considerations raised by the new reporting rules, which dramatically change the form and substance of executive compensation disclosure, including a look back at differences in the SEC's earlier proposal.

Final SEC Rules: What’s Changed?
July 31, 2006

A summary of how the SEC’s final rules for disclosure of executive compensation, adopted July 26, 2006 following extensive public commentary on its initial draft, deviate from the agency’s earlier thinking in a number of key respects.

Update: SEC Rules on Executive and Director Compensation
May 18, 2006

An update on the status of expanded proxy disclosure requirements and the SEC's consideration of commentary letters receive about its proposed rules.