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Executive Compensation Year-End Action Items

Correct any severance plans, change-in-control agreements, or other employment arrangements that are subject to Code Section 409A and that improperly condition the timing of payments on the executive executing a release of claims, noncompete agreement, or other document.

ISS Issues 2013 Draft Policies for Comment

Institutional Shareholder Services, Inc. (?Ç£ISS?Ç¥) issued draft policies for 2013 relating to board governance and to executive compensation.?á ISS is proposing the following changes: Recommend a vote ?Ç£against?Ç¥ or ?Ç£withhold?Ç¥ from the entire board if the board failed to act on a shareholder proposal that received the support of a majority of shares cast (rather than outstanding) in the previous year. Use a company?ÇÖs selected peers with size constraints as an input to its peer group methodology Incorporate a comparison of realizable pay to grant date pay as part of the qualitative evaluation of pay-for-performance alignment. Add pledging of company stock as a factor that may lead to negative recommendations under the existing problematic pay practices evaluation. Include existing change-in-control arrangements maintained with named executive officers in its current policy on Golden Parachute proposals (rather than focusing only on new or extended arrangements). A copy of the draft policies is?áhere.

October 2012
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