ISS Weighs in on Proxy Access Debate

Recently, ISS weighed in on the proxy access debate with its voting policy for proposals that allow shareholders to nominate directors on the company's ballot. Overall, ISS will recommend in favor of proposals that permit shareholders or a group of shareholders holding three percent of the voting power for three continuous years to nominate 25 percent of the board. ISS views with disfavor proposals that either limit the number of shareholders comprising a group or set ownership and duration thresholds higher than the three percent for three years standard. ISS notes that it will review competing shareholder and management proposals under the same policy. However, it will generally recommend voting against some or all directors if a company omits a shareholder proposal that hasn't been voluntarily withdrawn, unless the company has obtained either an SEC no-action letter or a U.S. District Court ruling that it can exclude the proposal from its ballot.  Read More

Cybersecurity in the SEC's Crosshairs

At the annual "SEC Speaks" conference, SEC regional director David Glockner noted that bringing enforcement actions for poor cybersecurity risk disclosure was "high on [the SEC's] radar screen." Given the increasing frequency of cybersecurity incidents and the growing impact of those incidents on business, public companies should assess the adequacy of their disclosure in this area, including their cybersecurity measures and related liability protections and incident response plans.  Read More

Goodyear's FCPA Violations

 Recently, Goodyear agreed to pay $16 million to resolve SEC charges that it violated the Foreign Corrupt Practices Act and the books and records and internal control provisions of the federal securities laws. According to the SEC, Goodyear failed to prevent or detect more than $3.2 million in bribes during a four-year period and falsely recorded the improper payments as legitimate business expenses. As companies expand their businesses globally, they must assess the best way to minimize FCPA risks and develop appropriate FCPA compliance programs.   Read More

PwC Reviews SEC Comments on Stock Compensation Disclosure

Public companies preparing stock compensation disclosure may wish to understand the areas of SEC focus and concern. PwC recently published an analysis of SEC staff comments related to employee stock compensation. According to PwC, 223 comments in this area were issued from September 2013 to September 2014 to a total of 101 companies. These comments focused primarily on MD&A and financial statement disclosure, and the most frequent comments related to disclosure of valuation considerations. The report includes specific SEC comments to consider.  Read More

The Ticker shares recent developments in SEC compliance, capital markets, corporate governance, executive compensation and other matters important to public companies and their officers and directors. It is published by Fredrikson & Byron’s Public Companies Group.