– Broc Romanek, CompensationStandards.com

In this 40-second video, Cap’n Cashbags gets a surprising call from the IRS:

– Broc Romanek, CompensationStandards.com

This summary of a Tapestry Networks/King & Spalding meeting with compensation committee members covers four board activities: overseeing the budget, selecting metrics, setting targets and establishing the payout curve…

– Broc Romanek, CompensationStandards.com

Tune in tomorrow for the webcast – “The Latest Developments: Your Upcoming Proxy Disclosures” – to hear Mark Borges of Compensia, Alan Dye of Hogan Lovells and Section16.net, Dave Lynn of CompensationStandards.com and Morrison & Foerster and Ron Mueller of Gibson Dunn discuss all the latest guidance about how to overhaul your upcoming disclosures in response to pay ratio & say-on-pay – including the latest SEC positions-and the other compensation components of Dodd-Frank, as well as how to handle the most difficult ongoing issues that many of us face.

– Broc Romanek, CompensationStandards.com

I’ve blogged before about whether you should update your D&O questionnaire for the PCAOB’s new AS #18 about related party transactions – and we have a webcast on TheCorporateCounsel.net this week that will address this topic (& much more regarding audit committees). But the good news is that Dave Lynn and his Morrison & Foerster colleagues have provided this updated model annotated D&O questionnaire. Check it out, along with my “D&O Questionnaires Handbook” that was just updated – and the other resources in our “D&O Questionnaire” Practice Area…

– Broc Romanek, CompensationStandards.com

Here’s a blog by Davis Polk’s Ning Chiu (also see this Willis Towers Watson blog):

Until January 31st or whenever a specified limit is reached, NYSE and Nasdaq listed issuers can sign up for Glass Lewis’ data verification program, known as the Issuer Data Report (IDR) service. The service is available to companies with annual meetings between March 1 and June 30.

IDR is designed to enable public companies to access for free a data-only version of the Glass Lewis proxy report before Glass Lewis completes its analysis and proxy voting recommendations. It is important to note that this is different from the ISS process that allows S&P 500 companies to obtain draft copies of the ISS proxy reports. IDR will not provide any insight into Glass Lewis’ ultimate recommendations for the meeting. In addition, companies can only obtain Glass Lewis proxy reports by buying them.

The purpose of IDR is to enable companies to review the key data points used by Glass Lewis and confirm that the data accurately reflects the company’s public information. Three or four weeks before the annual meeting, the company’s IDR is distributed via email. Companies are then given 48 hours to review their IDR (or 24 hours in limited circumstances) and provide any suggested corrections to Glass Lewis with supporting public documents. Glass Lewis specifically notes that the 48-hour time period may include weekends. Comments may only be made electronically within the PDF format that is used for IDRs, and Glass Lewis will only consider publicly available information.

During the IDR review process, Glass Lewis will not comment on its policies. Glass Lewis traditionally does not talk to companies during a proxy solicitation period.

IDRs are confidential and cannot be shared outside the company, and only company employees can request IDRs and return comments to Glass Lewis. Participation is currently limited although the objective is to roll out IDRs for every meeting Glass Lewis covers globally.

– Broc Romanek, CompensationStandards.com

This memo from Frederic W. Cook & Co. discusses the FASB’s Staff’s efforts to get out a final Accounting Standard on employee share-based payments sooner rather than later…

– Broc Romanek, CompensationStandards.com

In the Winter 2016 issue of the Compensation Standards Newsletter, here are 17 pieces of news & analysis from the last month culled from the three blogs on this site:

– ISS Updates Burn Rate Tables for 2016
– Poll: Possible Downward Trend in Bonus Payouts for 2015 Performance
– ISS: Three New Sets of FAQs
– LTIP Survey: Balancing Shareholder Returns With Financial Metrics
– List of “Top of Mind” Regulatory Changes
– When Shareholder-Approved Equity Plans Run Dry: Can Inducement Grants Fill the Void?
– 5 Things That Comp Committees Need to Know
– Skadden’s Updated “Compensation Committee Handbook”
– FAS 123(R) 10 Years After: Its Impact & Practical Implications
– Stats: Pledging & Hedging Policies/Clawbacks/Stock Ownership Guidelines
– MTS Systems’ Bonus Plan Performance Measure Disclosure
– PriceSmart’s Use of Competitive Market Data
– Amgen’s Compensation Discussion and Analysis
– A Holiday Hodgepodge
– Accenture’s Proxy Summary
– Back to Work! Proxy Statements, Performance Goals & Adjusted Earnings
– Think Automatic Vesting on a Change in Control Isn’t Important? Ask This Former Employee

You can sign up to get any blog pushed out to you via email whenever there is a new entry by simply inputting your email address on the left side of that blog.

– Broc Romanek, CompensationStandards.com

Here’s this Compensia memo about the ISS burn rates for 2016…

– Broc Romanek, CompensationStandards.com

Here’s an excerpt from this Towers Watson memo:

To help companies prepare for year-end and plan for the 2016 proxy season, Towers Watson hosted a webcast December 8 to review the latest trends in executive pay design, pay-for-performance alignment and other key issues companies may face in the coming year. We explored the broadly declining performance results across most sectors of the economy and polled the webcast participants about their preliminary expectations regarding the impact of this year’s performance on 2015 bonuses and 2016 long-term incentive grants. Executive compensation professionals in more than 100 large and midsize companies participated in the poll.

The poll results, shown at the far right in Figure 1, reflect a more pessimistic view of bonuses than we observed from mid-year filers, which in turn were lower than the robust payout pattern of 2014. Note that the 2014 data reflect actual bonuses paid to about 1,000 S&P 1500 CEOs for 2014 performance, while the 2015 mid-year data include actual bonuses paid to CEOs in about 90 companies with fiscal years ending after June 30.