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NY district court rejects shareholder effort to enjoin Apple “say on pay” vote

McGuireWoods LLP
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USA
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March 7 2013

On Feb. 22, in the same decision in which it enjoined Apple from holding shareholder votes on certain "bundled" amendments to its articles of

SEC proposes rules implementing compensation committee independence requirements

McGuireWoods LLP
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USA
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April 28 2011

The Securities and Exchange Commission (SEC) has issued proposed rules to implement Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), which contains new independence requirements for compensation committees of public companies and their advisors

SEC delays some Dodd-Frank executive compensation rules

McGuireWoods LLP
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USA
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August 2 2011

On July 29, 2011, the Securities and Exchange Commission (SEC) delayed its schedule for adopting rules on the four principal remaining executive compensation rules to be issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act

Clarifications proposed to million dollar compensation deduction limit

McGuireWoods LLP
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USA
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July 6 2011

The IRS has proposed new regulations clarifying two aspects of the Code Section 162(m) performance-based compensation exemption from the $1 million deduction limit for compensation payable to certain executives of public companies

Trends in executive compensation

McGuireWoods LLP
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USA
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November 18 2011

Here is a useful slide deck from Frederick Cook, presented at the November 7 meeting of the ABA Joint Committee on Employee Benefits, highlighting some recent trends in executive compensation, including (of course) say-on-pay, shareholder derivative suits on executive pay, trends in equity grants, severance and retirement plans, etc

New deduction rules for bonus pools

McGuireWoods LLP
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USA
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December 2 2011

The IRS recently issued guidance setting forth conditions under which bonuses paid from a bonus pool may be deducted by the employer for the year in which the bonuses are earned, even if the identities of, and specific amounts payable to, each employee haven’t been fixed as of the last day of the year

ISS releases "GRId 2.0"

McGuireWoods LLP
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USA
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December 29 2011

In more ISS-related news (a bit of a theme this week), ISS has also recently updated its “governance risk indicators”, the tool it uses to analyze and identify governance-related risks on behalf of its institutional shareholder subscribers

ISS releases “pay for performance” report

McGuireWoods LLP
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USA
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December 28 2011

Last, week ISS released a white paper containing an in-depth description of its new methodology for measuring “disconnects” between CEO pay at an issuer and the issuer’s performance the primary driver for “no” vote recommendations on companies’ say-on-pay proposals

Citi loses say-on-pay vote?

McGuireWoods LLP
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USA
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April 17 2012

Some caution is in order since the vote tallies are preliminary, but multiple media reports have surfaced that Citigroup lost its say-on-pay vote at today’s annual shareholder meeting, garnering only 45 of the vote (compared to a sweeping 92.9 victory last year