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L-Blast | December 2017

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Dear All,

We hope you had a wonderful Christmas in the company of family and friends. It is hard to believe 2017 is quickly coming to a close and the end of the year is upon us. We have had a great year filled with new challenges and growth and we are looking forward to a prosperous 2018. In this last L-Blast edition of 2017, we have some interesting pieces to share with you all.

The first is an NFPCC original article that goes into the latest policy updates from ISS and Glass Lewis affecting the upcoming proxy season. Learn more about changes to proxy advisor policies, trends in CD&A disclosures and Say on Pay outcomes.

The second piece is a nice supplement to our original article that provides a deep analysis of updated ISS voting policies and shares good strategies and guidance for public companies on addressing these developments.

The last piece we would like to share is an article from Harvard Law School forum that will be helpful in devising your proxy disclosures. Learn how leading companies are approaching the CEO pay ratio rule and how they are planning to comply. We remind you that NFPCC’s internal experts have evaluated the rule and are here to help with all your pay ratio needs!

We hope you have safe and happy end of year festivities as you say good-bye to 2017, and may 2018 be joyful and prosperous for you and your families. We appreciate each and every one of you. As always, let us know if there is a particular subject you’d like to learn more about.


The NFPCC Team

2018 Proxy Season Preparations

December – a time for reflection on the year that was, review of company performance…and a first look at the latest policy updates from proxy advisory firms like Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”). While it may seem like the 2017 proxy season was just yesterday, we are looking ahead to what’s in store for proxy season 2018 – changes to proxy advisor policies, trends in Compensation Discussion and Analysis (“CD&A”) disclosures, and Say on Pay outcomes. Our prediction? A continued transformation of CD&A disclosures and an uptick in the number of qualitative assessments of Say on Pay and negative recommendations. Let’s discuss why.


Analysis of Updated ISS Voting Policies

ISS released its updated proxy voting policies effective for annual meetings held on or after February 1, 2018, which are available here. We previewed ISS’s proposed voting policy changes in our Alert available here. The policy changes include several new policies, as well as codification of existing policies focusing primarily board composition, accountability and responsiveness.


10 Consensuses on CEO Pay Ratio Planning

More than seven years after the enactment of the Dodd-Frank Act, the CEO pay ratio rule is finally set to require approximately 3,500 U.S. companies to disclose their 2017 ratios of their CEOs’ pay to that of their median employees in their 2018 proxy statements.


NFPCC CEO Pay Ratio Services

The deadline to disclose the CEO Pay Ratio in proxy statements is quickly approaching, contact NFPCC today for assistance in the development of the ratios and how to disclose within the proxy. In the event you have not initiated the CEO Pay Ratio discussion internally, or would like independent third party observations and recommendations, NFP Compensation Consulting is here to help. NFPCC’s internal experts have evaluated the rule, understand the various alternatives available, and keep abreast of market updates to help save our clients time and money.



To download a copy of the L-Blast or see a PDF version click the link below:

Download December L-Blast

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