I have blogged on this before, but I am blogging again because I know not everyone can read every blog post and some of these items are too important to miss. Given the holidays, if you cannot get items 1 through 5 done in the next week, I understand. However, we should talk about getting them done before you file your proxy statement for 2012/2013, perhaps in January or February 2013.
The following is a list of the key action items for Year End 2012:
- Amend stock incentive plans to impose a meaningful annual limit on awards to non-employee directors – or adopt a separate plan for them.
- Compensation Committees should apply the six independence factors to any lawyers or consultants that provide advice, information, or material to the Committee.
- Reevaluate your CD&A disclosure in light of the rash of lawsuits against public companies seeking to enjoin their annual shareholders meetings.
- Add clawback language to any new award or employment agreements and incentive plans (and do it in a way that you can enforce retroactively, like we do).
- Review and revise the Compensation Committee Charter to reflect Dodd-Frank Act changes and some developing best practices.
- Consider whether to adopt or utilize a SUB Plan to save taxes for the company and employees when paying severance benefits – under the Quality Stores case.
On December 14, 1812, the last Frenchmen of Napoleon's Grand Armee were expelled from Russian territory. Out of an original force of 500,000-600,000, only 40,000 frost-bitten and half-starved survivors stumbled back into France.The Russian campaign was the decisive turning-point of the Napoleonic Wars that ultimately led to Napoleon's defeat and exile on the island of Elba. See also Tolstoy's War and Peace, Tchaikovsky's 1812 Overture.
