Most public companies now operate on a continuous 12-month running proxy season – beginning to prepare for next year's proxy shortly after reporting the annual meeting results. We all know that preparing the Compensation committee for actions before 2014 requires planning now. Therefore, this blog will mention – and our eLunch next week will elaborate on – action items for the remainder of 2013. Among the items that public companies might consider for review and/or action in the remainder of this year are:

  • Rule 10b5-1 Trading Plan improvements
  • ISS comments on pledging (more than we expected)
  • New Compensation Committee Advisor independence rules
  • Update on the various forms of litigation being brought in connection with proxy statements
  • Summary of SSOP results
  • General suggestions for improvement in proxy drafting and process

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