Earlier this week, we posted the first 8 of 15 recommended steps to consider when submitting an equity plan for shareholder approval. Today we are posting the final 7 steps. While we know each situation is different, we hope you find these 15 steps a useful guide to consider when you submit an equity plan for shareholder approval in 2016.
- Review the individual limits on equity grants and cash awards to make certain they are high enough to cover any unanticipated situations, and make sure the plan administrators and compensation consultants understand these limits.
- Review the performance metrics that are included in the plan for Section 162(m) performance-based compensation (if applicable) to make sure they cover all performance metrics that may be used.
- Consider imposing a meaningful limit on the number of shares that may be granted to non-employee directors under the plan, to address recent Delaware litigation. For example, a plan can impose an annual share limit on director grants or an annual limit on the fair-market value of shares or total compensation to be granted to directors. ?
- Give the compensation committee and board of directors sufficient time, preferably in more than one meeting, to review the proposed share authorization, the plan changes, and the rationale for the share increase and plan changes.
- Include in the proxy a detailed discussion of the reasons for the share authorization and the board’s analysis.
- Include information in the proxy about share overhang and burn rates to ensure that ISS, Glass Lewis and shareholders have clear data with which to perform their analysis. Double check all share numbers in the proxy, including the numbers in the proxy table for outstanding shares under equity plans, to ensure that they are consistent and will not be confusing to ISS, Glass Lewis or shareholder reviewers.
- Make arrangements for the updated Form S-8, plan prospectus, and equity grant documents to be ready as of the date of the shareholders meeting.?