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Yet Another Reason to Consider Separate Annual Limits on Director Equity Awards

As reported in a prior blog post, public company employers that are adopting or amending equity-based compensation plans should consider adding a separate annual limit on director equity awards.  In a recent Delaware Chancery Court opinion (Calma v. Templeton), the Chancery Court refused to grant the board of directors of Citrix Systems, Inc. the protection […]

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Don’t Miss Short-Term Deferral Day

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 […]

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ISS Issues FAQs on Equity Plan Scorecard

As reported in my October 24, 2014 post, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, has adopted a new “scorecard” approach to evaluating public company equity compensation plans.  In a recent set of FAQs, ISS offers additional guidance on how it will apply the new scorecard when analyzing equity plan proposals made […]

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ISS Proposes New Approach to Evaluating Equity Compensation Plans

Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, recently proposed a new “scorecard” approach to evaluating public company equity plans (the “Equity Plan Scorecard”).  Under the new approach, ISS will recommend a “for” or “against” vote based on a company’s Equity Plan Scorecard.  Pursuant to the proposal, a company’s Equity Plan Scorecard score […]

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ISS Offers New Equity Compensation Plan Data Verification Portal

Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, recently launched a new data verification portal to assist it in verifying the information it uses in evaluating public company equity compensation plans. Public companies that file their proxy statements after September 8, 2014 (and that have an equity plan proposal on their proxy ballot), […]

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Consider Adding Separate Annual Limits on Director Equity Awards

As reported in Part 1 of our End of Year Plan Sponsor “To Do” Lists, employers that are adopting or amending equity-based compensation plans in 2014 should consider adding a separate annual limit on director equity awards.  Including a separate sublimit for director equity awards appears to be a trend that continues to gain momentum […]

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