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:

  1. Amend stock incentive plans to impose a meaningful annual limit on awards to non-employee directors – or adopt a separate plan for them.
  2. Compensation Committees should apply the six independence factors to any lawyers or consultants that provide advice, information, or material to the Committee.
  3. Reevaluate your CD&A disclosure in light of the rash of lawsuits against public companies seeking to enjoin their annual shareholders meetings.
  4. 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).
  5. Review and revise the Compensation Committee Charter to reflect Dodd-Frank Act changes and some developing best practices.
  6. 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.