The SEC has revisited its pay-versus-performance disclosure rule with a fresh batch of question-and-answer guidance about various technical aspects of the one-year old rule. The guidance, in the form of nine compliance and disclosure interpretations (CD&Is), generally addresses how companies should treat valuation issues and metrics for the purposes of calculating figures in the disclosure…
The SEC’s Division of Corporate Finance has sent hundreds of comment letters this year questioning the prominence of non-GAAP figures in companies’ earnings releases and other filings in what experts said is an easy gotcha for the staff. …In a review of comment letters sent to Russell 3000 companies between January 2022 and May 2023…
Companies are increasingly weighing the risks surrounding artificial intelligence, based on separate reviews of 10-Qs and 10-Ks by public company intelligence provider MyLogIQ and AlphaSense. Similarly, research company TipRanks recently noted a 646% increase in risk disclosures mentioning AI since 2018. Such risks range from privacy concerns to intellectual property use to compliance to reputational…
This year investors are emphasizing climate risk as part of their push to get companies to address global warming, while treading more carefully around issues related to pay linked to sustainability goals, according to market watcher. …This year so far, investors have filed 19 climate change-related resolutions that mention climate risk at S&P 500 companies…
Investors are showing increased support for executive pay plans following countless shareholder engagement meetings in the last year, according to market watchers. …However, some companies may have learned from the turmoil during the pandemic and are engaging with investors who largely frowned upon businesses’ awarding CEOs one-time retention bonuses and other special awards as workers…
A number of boards are facing votes related to their companies’ political activities this year as the temperature surrounding companies in the political sphere keeps heating up. Already this year, shareholders have voted on two proposals as big companies — Hewlett Packard Enterprise and The Walt Disney Company — related to political activity, which garnered…
Companies have ramped up their pledges to increase diversity over the last few years, and while they largely may not see these programs as a risk, research shows there has been an uptick in litigation relating to diversity issues filed against U.S. companies since 2020. While experts highlight the many benefits companies reap from increasing…
After the Supreme Court issued its ruling on Dobbs v. Jackson Women’s Health Organization last year, the case that overturned Roe v. Wade, companies were suddenly thrust into the spotlight on abortion and pressured to make difficult choices regarding reproductive health care and their workforces. Now, investors on both sides of the issue are using…
Shareholder proposals aimed at labor-related issues have more than tripled over the last year, bringing with them additional risks for boards and companies. The growing spotlight on labor could bring battles that unfold on proxies or in court — and a recent Delaware Chancery Court case could further the trend. In 2022, shareholders across all…
T-Mobile announced in a Form 8-K last month that it had suffered a cybersecurity breach that could present “significant,” yet probably not material, costs to the company. The disclosure included a swath of information — including details on the types of files accessed by bad actors, where hackers probably got into T-Mobile’s systems and a…
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