On July 22, 2020, the Securities and Exchange Commission adopted final rules and supplemented interpretative guidance that modify the proxy rules as applied to proxy advisory firms and clarify the fiduciary duties of investment advisers when voting proxies.  One of our rising stars (Chelsea Lomprey) did the heavy lifting in drafting a client alert on the subject, and such can be found HERE.

To help issuers prepare for the upcoming proxy season, and as a follow-up to our prior post entitled "Compensation Considerations for the 2020 Proxy Season," we are hosting a FREE webinar entitled "Upcoming Proxy Season: Compensatory Thoughts from ISS (an Annual Program)" on Thursday, January 16, 2020 from 10:00 am to 11:00 am Central [Register here].  The purpose of this webinar is to discuss compensatory thoughts and trends of institutional shareholder advisory services such as ISS, including:

• New compensation pronouncements and positions of ISS since the 2019 proxy season;

The purpose of this Post is to help issuers prepare for the upcoming 2020 proxy season by providing a non-exhaustive list of certain compensatory issues/topics to consider.  To that end (listed in no particular order):

ADOPT AN ANNUAL GRANT POLICY

• Background.  It is common for Compensation Committees to initially denominate an equity award as a dollar amount, and then convert such dollar amount into a number of shares immediately prior to the date the equity is granted (e.g., executive is to receive a number of shares equal to 20% of his/her base salary).  This approach could create ...

If an issuer is looking for a primer or introductory course on Employee Stock Purchase Plans ("ESPPs"), then check out the detailed slide deck that our David Branham put together for our monthly webinar series.  The slide deck is entitled Employee Stock Purchase Plans - The Introductory Course (November 2019 Webinar) and covers the following:

• Requirements under the tax law,
• Must have document requirements,
• Tax consequences to employees and to employers,
• Compliance requirements with respect to federal securities laws, and
• International workforce considerations.

The slide ...