As another proxy season gets underway, public corporations should consider whether their performance-based equity or incentive compensation plans should be submitted for shareholder approval at the corporation’s next annual meeting. Generally, Code Section 162(m) requires a plan’s performance goals to be disclosed to and approved by the corporation’s shareholders at least every five years in order for performance-based awards granted under the plan to be exempt from Code Section 162(m)’s deduction limits on executive compensation. Plans that were last submitted for shareholder approval in 2010 should be included in this year’s proxy statement and submitted for re-approval by the corporation’s shareholders.