A Practical Guide to SEC Proxy and Compensation Rules, Fourth Edition
is designed to meet the special needs of corporate officers and other
professionals who must understand and master the latest changes in
compensation disclosure and related party disclosure rules. Current,
comprehensive and reliable, the guide prepares you to handle both common
issues and unexpected situations. Contributions from the country's leading
compensation and proxy experts analyze:
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Executive compensation tables
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Compensation disclosure and analysis
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Other proxy disclosure requirements
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E-proxy rules
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Executive compensation under IRC Section 162(m)
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And much more!
This one-volume guide will help you prepare required disclosures as well as
make long-range plans that comply fully with regulations and positions taken
by the SEC more quickly and completely than ever before. In addition, we’ve
updated the Appendices to bring you the latest rules and relevant primary
source material.
Organized for quick, easy access to all the issues and areas you’re likely to
encounter in your daily work, A Practical Guide to SEC Proxy and
Compensation Rules:
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Dissects each compensation table individually—the summary compensation table,
the option and SAR tables, the long-term incentive plan table—and alerts you
to the perils and pitfalls of each one
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Walks you through preparation of the newly required Compensation Disclosure
and Analysis
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Explains the latest interpretations under the SEC's shareholder proposal rule
and institutional investor initiatives and what they mean for the coming proxy
season
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Helps you tackle planning concerns that have arisen in the executive
compensation context, including strategies for handling shareholder proposals
regarding executive compensation and obtaining shareholder approval of stock
option plans
PART I—EXECUTIVE COMPENSATION
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AN OVERVIEW OF THE EXECUTIVE COMPENSATION AND DISCLOSURE RULES
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PREPARING THE EXECUTIVE COMPENSATION TABLES
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THE COMPENSATION DISCUSSION AND ANALYSIS
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ACCOUNTING FOR STOCK-BASED COMPENSATION
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RULES APPLICABLE TO NONQUALIFIED DEFERRED COMPENSATION
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EXECUTIVE COMPENSATION DISCLOSURE UNDER INTERNAL REVENUE CODE SECTION 162(m)
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SPECIAL CONSIDERATIONS IN ADOPTING AND AMENDING EMPLOYEE STOCK PLANS
PART II—PROXY RULES
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AN OVERVIEW OF THE PROXY SOLICITATION RULES
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THE SHAREHOLDER COMMUNICATIONS PROXY RULES AND THEIR PRACTICAL EFFECT ON
SHAREHOLDER ACTIVISM AND PROXY CONTESTS
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“STREET NAME” REGISTRATION & THE PROXY SOLICITATION PROCESS
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DISCLOSURE OF RELATED PERSON TRANSACTION
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DIRECTOR INDEPENDENCE REQUIREMENTS
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AUDIT COMMITTEE DISCLOSURE
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THE SHAREHOLDER PROPOSAL PROCESS
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ELECTRONIC COMMUNICATIONS AND VOTING
APPENDICES
INDEX
Automatic Supplementation
