Prep For The 2014 Proxy Season

In a Q&A, Latham & Watkins partners Jim Barrall and Steven Stokdyk consider what the SEC, as well as ISS (Institutional Shareholder Services) and Glass Lewis, are likely to be looking for in the 2014 proxy season. They also provide some specific drafting tips. Among their recommendations: Assume the SEC might take the trouble of comparing what is said in social media to what the company says in its filings, and pay careful attention to pay-for-performance alignment. “If a company is going to state that the pay of a CEO and the other officers of the company is aligned with performance it should be prepared to say why.”