Mark Borges continues to share noteworthy proxy disclosures on his “Borges’ Proxy Disclosure Blog.” ICYMI, here’s an observation he made last week after sharing some sample clawback disclosures.

Since this disclosure requirement became effective, I’ve now seen a smattering of companies where the completion of a recovery analysis ran up against the filing deadline for the proxy statement. In these instances, the company either filed an amendment to its proxy statement once the result of the analysis was known or, if the investigation went beyond the scheduled annual meeting date, disclosed the result in a current report on Form 8-K. The scenario is still sufficiently rare that a “best practice” has yet to emerge.

One such example is found in the definitive proxy statement of Core Scientific, Inc., which discloses that the company’s recovery analysis is ongoing and it has yet to determine whether a clawback will be required. Mark shared language from the company’s Compensation Discussion and Analysis.

If you aren’t yet a member with access to the Borges’ Proxy Disclosure Blog and all of the other resources on this site – such as our checklists, resource libraries, and the essential Lynn & Borges’s “Executive Compensation Disclosure Treatise” – email info@ccrcorp.com, call 1.800.737.1271, or sign up online.

– Meredith Ervine 

Given the risks associated with using AI in hiring, I’ve been curious for some time now about other ways HR professionals are leveraging AI (or experimenting with it) for information gathering, decision-making, and streamlining day-to-day tasks. So I was happy to see that topic addressed in the latest Compensation Best Practices Report, which shares the results of Payscale’s most recent broad and comprehensive survey of HR professionals. In this 23-minute episode of “The Pay & Proxy Podcast,” Amy Stewart, Manager of the Content & Research Team at Payscale, joined me to dive deeper and share her perspectives on the survey results. We discussed:

1. The broad perspectives covered in the Compensation Best Practices Report
2. How survey respondents are currently using AI or have in the last 6 months
3. What motivated survey respondents to use or try AI for these tasks
4. What AI tools HR teams are using
5. The benefits they’ve seen / risks they’re worried about
6. Respondents’ thoughts on AI for compensation benchmarking
7. What’s holding nonusers back
8. Strategic considerations for HR teams as workforces expand AI adoption

If you have insights on compensation and proxy disclosures you’d like to share in a podcast, I’d love to hear from you. Email me at mervine@ccrcorp.com.

– Meredith Ervine 

It’s hard to believe that we are already into the second quarter of 2026. If you’re involved with executive compensation, public company disclosures, and corporate governance, you still have a lot to look forward to. In particular, we expect the SEC to propose significant rule changes – including on executive compensation disclosure – as soon as this summer.

Our fall conferences – happening October 12th & 13th in Orlando – will be the perfect opportunity to understand how new rules could affect your company and board. We will be covering all the hot topics! Now is the time to register – our “super early bird” rate ends tomorrow, Friday, April 3rd! This rate applies to both in-person and virtual attendance. Register online at our conference page or contact us at info@CCRcorp.com or 1-800-737-1271 by tomorrow, April 3rd, to lock in the best price.

– Liz Dunshee

Last year, nearly 25% of Russell 3000 companies submitted an equity plan proposal to a shareholder vote. Under current voting frameworks, most companies need to go back for approvals every 2 to 3 years – and while 99% of companies get the support they need, there are always a few outliers.

For obvious reasons, you want to do whatever you can to stay out of that category. This Pay Governance memo shares what you can do to increase the likelihood of a successful outcome:

1. Analyze the share reserve pool under various stock price scenarios to estimate how many shares are needed over the next 1 to 3 years.

2. Calculate current and potential dilution levels and share usage levels on an absolute basis and relative to the company’s peer group and overall industry sector.

3. Understand the voting guidelines on new share requests of the company’s largest institutional shareholders, including any brightline policies such as excessive dilution or burn rate thresholds.

4. Understand proxy advisor “dealbreakers” and estimate the likelihood of proxy advisors’ vote recommendations on the proposal. If opposition is anticipated, consideration should be given to engaging with the largest shareholders well before the annual shareholder meeting. (Remember, ISS introduced a new negative overriding factor for 2026, which makes plan features extra important.)

5. Ensure the proxy disclosure of the equity plan proposal is clear and complete. Within the equity plan proposal disclosure, highlight shareholder friendly design features and practices (e.g., reasonable dilution and share usage levels, requiring shareholder approval of option repricings or cash buyouts) and the role equity plays in attracting, motivating, and retaining employees as well as why it is important to the success of the company.

The memo notes that some industries tend to fare better than others with their equity plan proposals – by far, communications services drew the most opposition from proxy advisors in 2025. ISS opposition was also relatively higher in pharma/biotech, information technology, consumer discretionary, and real estate – compared to industries like utilities and energy.

– Liz Dunshee