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2017 Proxy Season Prep

We would like to share some helpful advice on how to prepare for the upcoming 2017 proxy season. Following Michael Melbinger’s blog on Tuesday (Say on Pay Frequency Vote in 2017), his clients wanted to know the rest of his tips and reminders for 2017 proxy season. The long form version is available for his clients only, but the summary list is below:
1.Determine whether any special reporting rules or exceptions apply to the company. Consider a timeline and responsibility schedule in preparation for the annual meeting of shareholders.
2.Address non-employee director compensation best practices. Add limits on director compensation, if you have not already.
3.Determine whether the company needs to amend its LTIP/Stock or Cash Incentive Plans to satisfy the periodic shareholder approval requirements (generally, every five years) of Code Section 162(m) or to add shares to the authorized share pool. (If so, see separate Time Line/Task List.)
4.Review ISS/Glass Lewis report and SSOP voting results from 2016.
5.Shareholder Say on Pay. Depending on SSOP frequency (every one, two, or three years), include SSOP proposal in 2017 (as applicable). Disclose in the CD&A the extent to which the Compensation Committee considered the results of previous SSOP votes.
6.Did the company or board commit itself to any disclosure actions for the next proxy, e.g., pursuant to SEC comments (tri-annual review) or ISS badgering?
7.Apply defensive proxy statement drafting to reduce risk of new strike suits.
8.Shareholder Proposals on Compensation. Did shareholders make or threaten any proposals in 2015 or 2016?
9.Review any use of non-GAAP financial measures in incentive programs and ensure compliance with applicable SEC rules (including CD&A disclosures).
10.Amend the LTIP/Stock Incentive Plan for accounting rule changes, especially for tax withholding.
11.Audit Insider Holdings for Section 16 Reporting.
12.Independence Testing. Determine whether the company has updated its officer and director questionnaires.
13.General Annual Compensation Committee Review. Verify that the Compensation Committee has updated its Charter for changes in the law (Dodd-Frank Act and new SEC rules), new NYSE and NASDAQ rules, and best practices.
14.Shareholder Say on Pay Frequency. Companies must provide their shareholders with a separate resolution subject to a non-binding vote to determine whether future SSOP votes will occur every one, two, or three years, no later than the annual meeting of shareholders held in the sixth calendar year after the immediately preceding vote on frequency.

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