The Advisors' Blog

– Broc Romanek, CompensationStandards.com

Over the past few months – presumably in response to the Jana Partners situation – several companies have filed Form 8-Ks under Item 5.03 to report by-law amendments that disqualify someone from serving as a director if they receive compensation for such service from someone other than the company. In late May, Marathon Oil filed this Form 8-K. In late June, McGraw Hill filed this Form 8-K.

Then last week, Halliburton filed this Form 8-K, refining the concept and requiring new director candidates to actually sign an agreement and representation. And then a few days ago, Air Products & Chemicals filed this Form 8-K, which also requires new candidates to sign a representation that the candidate “is not, and will not become a party to, any agreement, arrangement or understanding with any person other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been fully disclosed to the Corporation.”

Thanks to footnoted’s Michelle Leder and Katten Muchin’s Claudia Allen for the tips!