Harvard Corporate Governance

JUNE 7, 2023

Since the SEC’s announcement of the new PvP rules in August 2022, human resources, finance and legal teams have worked diligently to address the requirements and provide a crisp and clear proxy disclosure. Separately, companies are also required to disclose their total shareholder return (TSR) and the TSR of their peer group.

Total Shareholder Return 225

Total Shareholder Return Finance Equity 225

Reynolds Holding

NOVEMBER 30, 2023

On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs, relating to the final pay-versus-performance (PVP) disclosure rules adopted last year. Answer: No.

Compliance 40

Compliance Total Shareholder Return Dividends Market Capitalization 40

Reynolds Holding

FEBRUARY 4, 2024

Application to Subsidiaries A subsidiary of a public company (including an operating company or finance subsidiary) can itself be the issuer of debt securities or a guarantor of debt securities issued by its parent company. We include a sample resolution that could be adapted for this purpose as an Annex to this client update.

Total Shareholder Return 45

Total Shareholder Return Finance Marketability 45

Reynolds Holding

AUGUST 25, 2022

These key performance metrics include total shareholder return (TSR), peer group TSR, net income, and a measure specific to the company. This statement was issued on August 25, 2022, by Gary Gensler, chairman of the U.S. Companies will disclose several key performance metrics related to executive compensation.

Total Shareholder Return 45

Total Shareholder Return Corporate Finance Finance Marketability 45

Cooley M&A

JANUARY 30, 2024

Globally, 229 campaigns launched in 2023, just under 2022 campaign levels, ushering in the most active two-year period on record. [1] 1] Activism in Europe was a core driver of activity, representing 28% of all campaigns and a 30% increase from 2022. [2] 4] Activists won 134 board seats globally in 2023, a 30% increase from 2022.

Market Capitalization 52

Market Capitalization Equity Marketability Total Shareholder Return 52

Reynolds Holding

MARCH 1, 2023

The SEC’s final rule, which was adopted in October 2022 as Rule 10D-1 of the Securities Exchange Act of 1934 (the Exchange Act), directed U.S. Financial reporting measures also include stock price and total shareholder return (TSR). Finance, HR, Legal, etc.) Same as the NYSE. Same as the NYSE.

Compliance 45

Compliance Total Shareholder Return Finance Equity 45

Reynolds Holding

MARCH 5, 2023

The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in 2022. Further support comes from C&DI 128D.06, It is not clear from C&DI 128D.07

Equity 45

Equity Dividends Total Shareholder Return Corporate Finance 45