Harvard Corporate Governance

DECEMBER 14, 2022

The new requirements consist of three components: (i) a pay-versus-performance table that includes metrics from the previous five fiscal years such as CEO and NEO compensation “actually paid,” cumulative total shareholder return (TSR) for the company and its peer groups, financial performance measures and the company’s net income; (ii) a description (..)

Total Shareholder Return 150

Total Shareholder Return 150

Harvard Corporate Governance

AUGUST 1, 2023

Posted by Mary Ann Deignan, Rich Thomas, and Kathryn Night, Lazard, on Tuesday, August 1, 2023 Editor's Note: Mary Ann Deignan is Head of Capital Markets Advisory, and Rich Thomas and Kathryn Night are Managing Directors in the Capital Markets Advisory group at Lazard. This post is based on a Lazard memorandum by Ms. Deignan, Mr. Thomas, Ms.

Marketability 242

Marketability Total Shareholder Return Alpha Market Capitalization 242

Harvard Corporate Governance

JANUARY 18, 2024

We also discuss other guidance and updates for the 2024 proxy season including requirements relating to compensation clawbacks, reminders relating to advance notice bylaws and officer exculpation amendments, a roundup of shareholder proposal trends for the 2023 proxy season, and updated proxy advisor guidance for the 2024 proxy season.

Total Shareholder Return 124

Total Shareholder Return 124

Harvard Corporate Governance

APRIL 3, 2023

Posted by Kelly Malafis, John Swift, and Matthew Schwarcz, Compensation Advisory Partners, on Monday, April 3, 2023 Editor's Note: Kelly Malafis is a Founding Partner and John Swift and Matthew Schwarcz are Analysts at Compensation Advisory Partners. This post is based on their CAP memorandum. and also made observations on unique findings.

Total Shareholder Return 248

Total Shareholder Return Marketability 248

Harvard Corporate Governance

SEPTEMBER 19, 2022

For most public companies, including calendar-year public companies whose fiscal year ends on December 31, this disclosure will be required beginning with their next annual proxy statement to be filed with the SEC in 2023. more…).

Total Shareholder Return 117

Total Shareholder Return 117

Benzinga

FEBRUARY 29, 2024

Full Year 2023 Highlights 1 Revenues of $763.8 million acquisition of Infinite ID Fourth Quarter 2023 Highlights 1 Revenues of $202.6 Full Year 2023 Highlights 1 Revenues of $763.8 million acquisition of Infinite ID Fourth Quarter 2023 Highlights 1 Revenues of $202.6 million Net Income of $37.3 million, after the $217.7

EBITDA 40

EBITDA Dividends Technology Total Shareholder Return 40

Harvard Corporate Governance

OCTOBER 9, 2023

Richman, Mayer Brown LLP, on Monday, October 9, 2023 Editor's Note: Laura D. On August 25, 2023, two SEC compliance and disclosure interpretations (“C&DI”) were issued related to these quarterly disclosures. [1] Posted by Laura D. Richman is a Counsel at Mayer Brown LLP. This post is based on a Mayer Brown memorandum by Ms.

Total Shareholder Return 188

Total Shareholder Return Equity Compliance Marketability 188

M&A Leadership Council

AUGUST 1, 2023

Large public companies are generally expected to link their CEO pay to total shareholder return over one to three years, whereas a new start-up will tend to focus more on sales growth. Bonus pay may be hard to align following a merger between one firm with huge bonuses and another one with none.

Total Shareholder Return 52

Total Shareholder Return Mergers & Acquisitions Start-ups Equity 52

Reynolds Holding

FEBRUARY 4, 2024

The NYSE and Nasdaq adopted listing standards last year to implement the SEC’s clawback rule – these standards became effective on October 2, 2023, and listed companies had until December 1, 2023 to adopt a compliant clawback policy. A failure to timely cure noncompliance will also result in delisting.

Total Shareholder Return 45

Total Shareholder Return Finance Marketability 45

Benzinga

FEBRUARY 29, 2024

billion for the year ended December 31, 2023, the transaction is expected to deliver at least $50 million in run-rate synergies, implying immediate double-digit EPS accretion on a run-rate synergy basis. Building on pro forma combined revenue of $1.5

Total Shareholder Return 40

Total Shareholder Return Technology Equity Marketability 40

Benzinga

APRIL 12, 2023

Triton common shareholders to receive consideration valued at $85 per share, including $68.50 For our long-term shareholders, this transaction crystalizes a total shareholder return of approximately 700% since the 2016 merger of Triton and TAL International. in cash and $16.50

Total Shareholder Return 40

Total Shareholder Return Capital Structure Enterprise Value Dividends 40

Harvard Corporate Governance

NOVEMBER 9, 2022

In addition to the columns for executive compensation outlined above, the new table will include the following metrics for company performance: The company’s total shareholder return (TSR), The TSR of the company’s self-selected peer group, The company’s net income, and. Measuring the Performance Element.

Equity 215

Equity Total Shareholder Return Compliance Marketability 215

Reynolds Holding

DECEMBER 10, 2023

Part of the board’s responsibility is to ensure capital allocation decisions are made with a rationale founded in creating good long-term total shareholder returns. The board needs to manage the conflicts between the agents, the principals and indeed between the longer and shorter-term shareholders within the principals.

Dividends 45

Dividends Total Shareholder Return Corporate Finance Finance 45

Cooley M&A

JANUARY 30, 2024

As we look ahead to the 2024 proxy season (and beyond), let’s review the key 2023 trends and developments from activism playbooks, with a sharp focus on the ever-changing landscape in the technology and healthcare sectors. 4] Activists won 134 board seats globally in 2023, a 30% increase from 2022. Momentum building for 2024?

Market Capitalization 52

Market Capitalization Equity Marketability Total Shareholder Return 52

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. If the Effective Date is November 28, 2023, then the deadline to comply will be January 27, 2024.

Compliance 45

Compliance Total Shareholder Return Finance Equity 45

Reynolds Holding

MARCH 6, 2024

Conceptually, it posits that a corporation increasing shareholder wealth produces jobs and innovative goods and services for consumers, lowers prices consumers will pay, and brings prosperity to communities in which the shareholders and workers live, with all kinds of derivative benefits such as increased tax revenue. headquarters).

Total Shareholder Return 69

Total Shareholder Return Marketability 69

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

Harvard Corporate Governance

FEBRUARY 17, 2024

Executive Summary In 2022, median CEO actual total direct compensation (TDC)* among S&P 500 companies was flat, in line with a substantial decrease (-18%) in total shareholder return (TSR).

Total Shareholder Return 146

Total Shareholder Return 146

Harvard Corporate Governance

MARCH 7, 2023

Posted by Aubrey Bout, Perla Cuevas, and Brian Wilby, Pay Governance LLC, on Tuesday, March 7, 2023 Editor's Note: Aubrey Bout is a Managing Partner and Perla Cuevas and Brian Wilby are Consultants at Pay Governance LLC. Similarly in 2021, the S&P 500 total shareholder return (TSR) increased +29%.

Total Shareholder Return 157

Total Shareholder Return 157

Reynolds Holding

SEPTEMBER 6, 2022

footnote disclosure to the table for any amounts deducted and added to total compensation of the NEOs to determine the amount of compensation “actually paid” (as described below) and certain related assumptions, as well as the name of each CEO and other NEO included in table for each year and the fiscal year for which they were included.

Total Shareholder Return 45

Total Shareholder Return Equity Dividends Market Capitalization 45

Reynolds Holding

MARCH 5, 2023

Moreover, if PVP disclosure was required in a Form 10 (and its accompanying “information statement”), it would not be possible to complete column (f) of the PVP table with respect to the company’s total shareholder return (TSR), since the spin-off company would not have been publicly traded for any of the years covered by the PVP table.

Equity 45

Equity Dividends Total Shareholder Return Corporate Finance 45

Reynolds Holding

AUGUST 30, 2023

While traditional activism focused on short-term profit, stock price and total shareholder return (TSR) continues, a new set of activists has emerged, galvanized by climate and other environmental, employee/human capital, social and governance concerns. This post comes to us from Wachtell, Lipton, Rosen & Katz.

Equity 40

Equity Dividends Total Shareholder Return Finance 40