February 14, 2012
Corp Fin’s New CDI: How to Present Say-on-Pay on Proxy Cards/VIFs
– Broc Romanek, CompensationStandards.com
Yesterday, Corp Fin issued new ’34 Act CDI 169.07 to provide clarity about how companies should be listing their say-on-pay proposals on proxy cards and voting instruction forms. The CDI lists four examples that the Staff believes is consistent with Rule 14a-21 – and one example that the Staff believes is not consistent (ie. “To hold an advisory vote on executive compensation”). I believe many companies are going to need to make a tweak to their proxy cards and VIFs as they used the “inconsistent” language last year…
I’m not sure what to make of this NY Post article noting that a whistleblower – someone at an unnamed proxy solicitor – is claiming that a mid-level employee in ISS’s Boston office has been exchanging confidential voting data for gifts or cash from solicitors. Allegedly, the whistleblower has complained to the SEC – but whomever it is wouldn’t respond to questions from the NY Post reporter. We’ll see if this develops or is an urban myth. Among the odd things, it seems like the information could be valuable to arbitragers in a merger vote, but really not worth that much to companies (and their agents). Here’s today’s WSJ article on the topic…