As my partner Erik Lundgren pointed out in our recent “Preparing for the 2014 Proxy Season” webcast, an executive compensation related requirement for 2014 that has flown under the radar screens of many companies is that listed companies must file with Nasdaq a required form of Compensation Committee Certification. Nasdaq Rule 5605(d) requires every Nasdaq-listed company to file this Certification within 30 days from its “final implementation deadline,” which is the earlier of: (i) the company’s first annual meeting after January 15, 2014; or (ii) October 31, 2014. Nasdaq has provided a form for this certification.
Note, that even if company is exempt from the key independence requirements as a “Smaller Reporting Company” or “Foreign Private Issuer,” it must file the certification form to indicate that it is exempt.
The company must certify that it has adopted a formal written compensation committee charter and that the compensation committee will review and reassess the adequacy of the formal written charter on an annual basis. The charter must specifically include each of the items in Nasdaq Rule 5605A(d)(1). (Hopefully, compensation committees already have revised their charters to include this information.)
Now get to work!