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

Reynolds Holding

MARCH 1, 2023

Financial reporting measures also include stock price and total shareholder return (TSR). 3 Example : If the restatement is required in 2027, then the clawback would apply to compensation received in 2024, 2025 and 2026.A What if the incentive-based compensation is based on stock price or Total Shareholder Return (TSR)?

Compliance 45

Compliance Total Shareholder Return Finance Equity 45

Harvard Corporate Governance

OCTOBER 9, 2023

SRCs with a June 30 fiscal year-end have until their Form 10-K or 20-F for the fiscal year ending June 30, 2025 to provide their first annual disclosures. Companies, other than SRCs, with a June 30 fiscal year-end, have until their Form 10-K or 20-F for the fiscal year ending June 30, 2024 to first provide the new annual disclosures.

Total Shareholder Return 188

Total Shareholder Return Equity Compliance Marketability 188

Reynolds Holding

NOVEMBER 30, 2023

With respect to a registrant providing initial Pay versus Performance disclosure in its 2023 proxy statement for three years (as permitted by Instruction 1 to Item 402(v) of Regulation S-K), may the registrant present the peer group total shareholder return for each of the three years using the 2022 peer group? Answer: No.

Compliance 40

Compliance Total Shareholder Return Dividends Market Capitalization 40