– Broc Romanek

Here’s the intro from this memo by Andrews Kurth Kenyon’s Tony Eppert & Mike O’Leary:

Many public issuers that are master limited partnerships (“MLPs”) or real estate investment trusts (“REITs”) have no employees, and instead, are externally managed by a related entity pursuant to a service agreement. This fact pattern, which is common to MLPs and REITs, raises a question of whether the issuer has to comply with the pay ratio disclosure rules of Item 402(u) of Regulation S-K if neither it, nor any of its consolidated subsidiaries, have employees.

– Broc Romanek

Is it better to propose a new omnibus plan or amend an existing one? This blog by Ed Hauder of Exequity examines the age-old question by presenting voting data for both types of proposals. Here’s a teaser:

For companies that are looking to do everything possible to ensure a favorably vote outcome, then serious thought should be given to adopting a new omnibus plan since such proposals receive higher levels of voting support.

That said, the median level of vote support for proposals to amend an existing omnibus plan are slightly higher than the median support for proposals to approve a new omnibus plan. But this is offset by the fact that proposals to approve new omnibus plans have more votes coming in at or above the 90% level.