Harvard Corporate Governance

OCTOBER 9, 2023

Recent Proxy and Annual Report Developments INSIDER TRADING DISCLOSURES Environmental and Social Matters Additional Annual Report and Proxy Statement Matters In December 2022, the U.S. Securities and Exchange Commission (the “SEC”) amended rules relating to insider trading arrangements and related disclosures.

Total Shareholder Return 188

Total Shareholder Return Equity Compliance Marketability 188

Reynolds Holding

MARCH 6, 2024

Those companies paid an estimated $495 billion in income taxes in 2022 (more than $461.2 Companies listed on the two exchanges took in more than $22.477 trillion in revenue in 2022 (more than $20.925 trillion for those headquartered in this country). billion from companies with U.S. headquarters).

Total Shareholder Return 69

Total Shareholder Return Marketability 69

Benzinga

FEBRUARY 29, 2024

The transaction is expected to drive attractive total shareholder returns, including at least $50 million of synergies, implying expected double-digit Adjusted EPS accretion immediately on a run-rate synergy basis and accelerated earnings growth potential from topline development, synergies, and deleveraging. ATLANTA, Feb.

EBITDA 40

EBITDA Dividends Technology Total Shareholder Return 40

Reynolds Holding

NOVEMBER 30, 2023

07 Question: In each of 2020 and 2021, a registrant provided the same list of companies as a peer group in its Compensation Discussion & Analysis (“CD&A”) under Item 402(b) but provided a different list of companies in its CD&A for 2022. The new and revised C&DIs are included below. Answer: No.

Compliance 40

Compliance Total Shareholder Return Dividends Market Capitalization 40

Reynolds Holding

MARCH 1, 2023

On February 22, 2023, the New York Stock Exchange and the Nasdaq Stock Market released their respective versions of a proposed rule that implements the SEC’s clawback rule mandated by Section 954 of the Dodd-Frank Act. Financial reporting measures also include stock price and total shareholder return (TSR).

Compliance 45

Compliance Total Shareholder Return Finance Equity 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

OCTOBER 27, 2022

Instead, the Commission is requiring companies to claw back compensation based on stock price and total shareholder return (“TSR”). 9, 2022), [link]. [5] Chamber of Commerce Center for Capital Markets Competitiveness at 7-8, Sept. This statement was issued on October 26, 2022, by Hester M. 9 (quoting S.

Total Shareholder Return 45

Total Shareholder Return Compliance Corporate Finance Banking 45

Reynolds Holding

SEPTEMBER 6, 2022

On August 25, 2022, the U.S. The SEC issued proposed pay-versus-performance rules in 2015 and reopened the comment period on the proposed rules in January 2022. Peer group TSR will be weighted based on the initial market capitalization of each peer group company as of the beginning of the earliest year included in the table.

Total Shareholder Return 45

Total Shareholder Return Equity Dividends Market Capitalization 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

Reynolds Holding

SEPTEMBER 7, 2022

As we have previously noted, regardless of industry, size, performance or “newness” to the public markets, no company should consider itself immune from activism. Even companies that are respected industry leaders and have outperformed the market and their peers have been, and are being, attacked.

Equity 45

Equity Dividends Total Shareholder Return Marketability 45