WSJ on Proxy Season Themes

News Brief

By Cydney Posner

With no major new rules to implement, this proxy season has been predicted to be a "relatively quiet" one. Nevertheless, the WSJ has identified three issues that commentators expect to be prevalent this proxy season.

  • Disclosure is expected to be among the top issues. According to the article, more companies are considering disclosure of "realizable pay"; however, few companies are expected to early adopt disclosure of internal pay-ratio comparisons before the SEC's final rule goes into effect.
  • Pay for Performance is expected to stay in the spotlight. Commentators suggested that "absolute pay levels could be a concern. Respondents to the Towers Watson survey, [see my article of 1/16/14], overwhelmingly said that management pay was excessive." Another focus will again be the level of difficulty of goals set in performance-based plans. Other commentators expect to see more attention by smaller and mid-cap companies on disclosure regarding performance links.
  • Engagement by directors with investors is also trending, and companies may enhance their disclosure regarding director outreach efforts.
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