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Sponsored by: Corporate Law Committee
Drafting Executive Compensation Disclosure for the 2009
Proxy Statement
Mark A. Borges, Compensia, Inc. is
coming from Washington DC to lead this timely discussion on drafting executive compensation disclosure. The
2009 proxy season promises to be the most challenging yet for executive
compensation disclosure, as it marks the initial year for the full phase-in of
the Summary Compensation Table. In addition, recent market volatility is having
a dramatic impact on 2008 pay decisions, all of which must be justified in the
Compensation Discussion and Analysis.
Further, the Emergency Economic Stabilization Act, as well as
the possibility of sweeping legislative reforms, has given investors renewed
momentum for targeting companies with unpopular pay practices; placing greater
emphasis on ensuring that you can adequately explain your compensation policies
and decisions.
The following disclosure-related topics will
be discussed:
- Explaining incentive compensation arrangements: what
the SEC Staff and shareholders' are looking for
- The five key topics to address in your Compensation Discussion
and Analysis
- The impact of the Emergency Economic Stabilization
Act and its executive compensation standards on executive compensation
practice and disclosure
- Severance and change-in-control disclosure: What's
required and what's expected
- Disclosure practices in an uncertain environment anticipating what's
around the corner
Corporate Law
Committee co-chairs: Susan I. Permut and Polly G. Plimpton
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