December 18, 2008
This Alert looks at a number of newish developments that will impact your 2009 proxy statement and 10-K.
Preparing 10-K & Proxy Disclosure: MD&A, CD&A, etc
Hogan & Hartson
Financial Services Regulation Update
December 12, 2008
This Update review recent remarks by John White, Director of the SEC's Division of Corporation Finance, relating to compensation disclosure. Mr White singled out (and the Update reviews) three areas of particular importance where CD&A disclosure could/should be improved:
- The amount and quality of the analysis which generally “falls short” on how compensation levels are decided and why filers believe that their compensation practices actually reflect stated compensation objectives and practices;
- Qualitative short-comings on the disclosure of performance targets and the SEC’s perception that the “competitive harm” exception to the rules (which otherwise require disclosure of these targets) is being over-used; and
- Skepticism as to appropriate or reasonable choice of “peers” when “Benchmarking.”
October 21, 2008
This Alert shares aggregated comments that Goodwin Proctor has received from the staff of the SEC’s Division of Corporation Finance in respect of 10-K’s filed by its REIT clients. The good news is that most of the comments were “futures comments,” which do not require an immediate amendment of an already-filed report, but it is still worth noting the various areas that are drawing extra interest from the staff.