New Proxy Requirements for 2018: Pay Ratio Disclosure Rule
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will provide an analysis of the SEC’s pay ratio disclosure rules, and how the pay ratio calculation should be reflected in proxy statements.
Outline
- Proxies—new developments for 2018
- The pay ratio disclosure rule under Dodd-Frank
- New SEC guidance
- Methodologies for calculation—sample forms
- Effect of tax proposals on executive pay calculation
Benefits
The panel will review these and other key issues:
- What is the significance of the new SEC guidance on pay ratio disclosure?
- What methods of determining the median employee should companies consider using given their employee profile?
- What are some of the issues that companies may encounter in complying with the pay ratio disclosure rules and possible solutions?
- How should the pay ratio and methodology used to determine the median employee be reflected in the proxy statement?
- How might pay ratio calculations be effected by proposed tax reform?
Faculty
Brett E. Cooper
Partner
Orrick
Mr. Cooper has over 20 years' experience in corporate finance, securities law, mergers and acquisitions and general... | Read More
Mr. Cooper has over 20 years' experience in corporate finance, securities law, mergers and acquisitions and general corporate matters. In the corporate finance and securities areas, his experience includes a range of public and private equity and debt financings, representing U.S., Canadian, European and Asian issuers and underwriters. His transactions have included over one hundred SEC registered and Rule 144A public offerings of securities, ranging from investment grade and high yield debt offerings, convertible note offerings, initial public offerings, follow-on equity offerings and preferred securities offerings, venture capital financings and issuer tender offers. In the mergers and acquisitions area, he represented clients in all aspects of mergers and acquisitions transactions involving public and private companies.
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Jonathan M. Ocker
Partner
Orrick
Mr. Ocker is chair of the firm’s destination Compensation and Benefits group. He specializes in advising public... | Read More
Mr. Ocker is chair of the firm’s destination Compensation and Benefits group. He specializes in advising public companies, boards of directors and high profile executives on compensation and corporate governance issues. He represented chip war adversaries Intel and Advanced Micro Devices simultaneously.
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Justin Ho
Partner, Co-Head Public Companies & ESG Practice
Orrick
Mr. Ho advises companies in the areas of corporate governance, securities law compliance, executive compensation... | Read More
Mr. Ho advises companies in the areas of corporate governance, securities law compliance, executive compensation and ESG. He has significant experience advising public companies on the proxy advisor, institutional investor, and disclosure issues that arise in connection with corporate governance, executive compensation and ESG matters, and on developing effective governance frameworks focused on long-term value creation. On the securities front, Mr. Ho focuses on advising clients in connection with securities offerings, proxy statements, periodic SEC reports, stock exchange listing obligations, and the sale and reporting of securities by insiders. He also advises on compensation committee matters and related disclosures as well as the design of cash and equity incentive plans. In addition, Mr. Ho counsels companies on Board and committee oversight issues and governance-related disclosures, and helps companies to understand and consider the views of proxy advisors and institutional shareholders and other long-term stakeholders in their decision making.
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