Skip to main content

Certain Information Statements for ISOs and ESPPs Due by January 31, 2024

As reported in Part 4 of our 2022 End of Year Plan Sponsor “To Do” List,  Section 6039 of the Internal Revenue Code (the “Code”) requires employers to provide a written information statement to each employee or former employee and file information returns with the IRS regarding: (1) the transfer of stock pursuant to the exercise […]

| 1 min read | Tagged: , , , , , , , , ,
GG

Updated Glass Lewis Proxy Voting Guidelines (Clawbacks)

I previously blogged about the New York Stock Exchange and Nasdaq listing standards that require issuers to adopt compliant clawback policies by December 1, 2023. While many issuers may have already adopted clawback policies that satisfy the minimum legal requirements to comply with the law, recent guidance from Glass Lewis may prompt these issuers to […]

| 1 min read
GG

Compliant Clawback Policies Must be Adopted Before December 1, 2023

As noted in a prior post, both the  New York Stock Exchange (“NYSE”) and Nasdaq have adopted listing standards that requires issuers to adopt compliant clawback policies by December 1, 2023.  Adoption of such policies and/or the amendment of an existing policy to make it compliant with the NYSE and Nasdaq listing standards will require […]

| 1 min read
GG

NYSE and Nasdaq File Amended Proposed Clawback-Related Listing Standards

As described in Part 4 of our 2022 end of year plan sponsor “to do” list, on October 26, 2022, the Securities and Exchange Commission published the final clawback rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”).  The clawback rules were published in the Federal Register on November 28, 2022 and become effective […]

| 2 min read
GG

ISS Updates its Equity Plan FAQs for 2023 Proxy Season

Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, uses a proprietary “Equity Plan Scorecard” approach to evaluate public company equity compensation plans.  For 2023, ISS has updated its Equity Plan Scorecard and the corresponding Frequently Asked Questions (“FAQs”). A full link to the ISS guidance can be found here.  Although we are well […]

| 2 min read
GG

Time to Consider Option Repricings?

Given recent declines in equity value in a variety of segments of the economy (technology in particular), a number of clients have asked us what levers are available for retaining talent.  While they are rare and while we might be too early in the economic cycle for them, stock option repricings remain a possible tool […]

| 4 min read | Tagged: , , , , ,
GG

Short-Term Deferral Day is Right Around the Corner

Section 409A, the provision of the Internal Revenue Code that regulates the time and form of payment of nonqualified deferred compensation, contains a helpful exception for “short-term deferrals.”  Specifically, Section 409A provides that a payment will not be considered nonqualified deferred compensation if the employer makes the payment on or prior to the 15th day […]

GG

SEC Approves Nasdaq’s Board Diversity Rules

On August 6, 2021, the Securities and Exchange Commission (“SEC”) adopted the Nasdaq Stock Market LLC’s (“Nasdaq”) proposed board diversity rule. The rule is intended to encourage greater board diversity by requiring board diversity disclosures for Nasdaq-listed companies. As explained in more detail in our Fall 2021 Corporate Communicator, the new diversity rule does not […]

| 1 min read | Tagged: , , , , ,
GG

Updated Nonqualified Deferred Compensation Plan Audit Guide

In June the Internal Revenue Service released an updated Nonqualified Deferred Compensation Audit Technique Guide. This updated Guide replaces the initial Guide published in 2015. While it is too early to say whether the release of the updated guidance signals increased audit activity by the Service in the nonqualified plan space, plan sponsors of nonqualified […]

| 2 min read | Tagged: , ,
GG