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Pay Versus Performance Disclosure – Findings from the Early S&P 500 Filers

Harvard Corporate Governance

Management teams and their advisors were trying to get their arms around a new definition of pay called “Compensation Actually Paid” and the necessary calculations for the new disclosure. Our report provides insights into how companies with early filing dates approached this first year of the PvP disclosure requirement.

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Key Considerations for the 2024 Proxy Season

Harvard Corporate Governance

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.

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Skadden Discusses New SEC Pay-Versus-Performance Compliance & Disclosure Interpretations

Reynolds Holding

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.

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First Advantage to Acquire Sterling Check Corp. for $2.2 Billion in Cash and Stock

Benzinga

29, 2024 (GLOBE NEWSWIRE) -- First Advantage Corporation (NASDAQ: FA ), a leading provider of employment background screening, identity, and verification solutions, announced today that it has entered into a definitive purchase agreement to acquire Sterling Check Corp. NASDAQ: STER ), a provider of background screening and identity services.

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Triton International to be Acquired by Brookfield Infrastructure in a $13.3 Billion Take-Private Transaction

Benzinga

("BIP") (NYSE: BIP , TSX: BIP ), through its subsidiary Brookfield Infrastructure Corporation ("BIPC") and its institutional partners (collectively, "Brookfield Infrastructure"), jointly announce a definitive agreement for Triton to be acquired in a cash and stock transaction valuing the Company's common equity at approximately $4.7

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Boards’ Dilemma: The Compounding Problem Hidden in Share Buyback Execution Products

Reynolds Holding

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.

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Davis Polk Discusses NYSE and Nasdaq Clawback Rule Proposal

Reynolds Holding

Financial reporting measures also include stock price and total shareholder return (TSR). What if the incentive-based compensation is based on stock price or Total Shareholder Return (TSR)? 2 An “ executive officer ” is based on the definition of “officer” used for Section 16 of the Exchange Act.