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  1. According to’s running tally on say-on-pay voting, for the 365 proxy statements filed as of last Friday, company recommendations were running as follows:
  • 50% recommended a triennial vote;
  • 40% recommended an annual vote;
  • 6% recommended a biennial vote; and
  • 4% made no recommendation.

Compared to earlier tallies, the trend is moving from triennial to annual vote recommendations, which makes sense considering early ballot returns on triennial vote recommendations. “Not good” would be a fair summary, at least from a company perspective. reports that shareholders at 39% of the 74 companies (51% if you exclude smaller reporting companies) that recommended triennial votes supported instead an annual vote. (See also the slightly older summary here.)

  1. Glass Lewis posted its 2011 US Proxy Season Preview, here, including an overview of its voting guidelines, which, on a casual review at least, seem consistent with ISS’s views on topics like say-on-pay (“no,” if we don’t like your policies) and voting frequency (annual).
  2. A new source for tracking public company shareholder proposals, Proxy Monitor, is available here. Among other things, it enables searches by industry and type of proposal and provides some statistical analyses of trends. Note too that the first-ever benchmarking study of “The State of Engagement Between U.S. Corporations and Shareholders” is here, although even the study admits it’s not clear whether more engagement (the trend) means there will be more or fewer interesting shareholder proposals for Proxy Monitor to post.
  3. Towers Watson published its annual D&O Insurance survey, with insight into changes in coverage, here.
  4. The SEC has updated Compliance and Disclosure Interpretations on Regulation S-K Item 401 and 402 (here), Rule 144 and the use of Free Writing Prospectuses (here) and “say-on-pay” (here). (Hint, search “2011” to find the newest CDIs.)
  5. In the vein of “everyone should have such problems,” note the FAA’s interpretation disallowing most executive reimbursement of personal airline travel on the corporate plane, here. Relevant to public company disclosure because personal use of the company plane is a disclosable perk. Without actually caring to know, we’re confident there’s some sort of reason for the FAA’s interest in prohibiting reimbursement. Probably.
  6. An admonition for auditors and lawyers to calm down about the interplay between lawyer audit response letters and accounting standards on litigation loss contingencies is here.
  7. In recent SEC activity,
  • The SEC proposed new rules on
    • Security-based swap clearing agencies,here and here.
    • References to credit ratings in Investment Company Act rules, here.
  •  The SEC published its US GAAP taxonomy for eXtensible Business Reporting Language (XBRL) here.