Handbook for Reading & Preparing Proxy Statements

The WorldatWork® organization has released the latest edition of their publication authored by Thomas Haines on reading and preparing executive and director compensation disclosure in proxy statements.

The publication is titled “Handbook for Reading & Preparing Proxy Statements,” and includes the SEC’s interpretive guidance on the executive and director compensation disclosure rules through the Summer of 2016 as well as disclosure enhancements adopted by the SEC in 2009, 2010, and 2015.

• The 2009 amendments changed the reporting of stock and option awards from annual accounting accruals to grant date fair value, and added new disclosure requirements in regard to compensation consultant fees and compensation policies and practices as they relate to risk management.
• The 2010 amendments were in response to the sweeping Dodd-Frank financial reform legislation, and added new disclosures regarding shareholder advisory votes on executive compensation, compensation consultant independence, and golden parachute compensation.
• The 2015 amendments were also in response to Dodd-Frank legislation and added new disclosures regarding the ratio of total annual compensation for the principal executive officer to that of the median employee.

In addition, new disclosures were proposed regarding hedging of company securities, pay versus performance, and incentive compensation recovery or “clawback” policies.