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What's New For The 2008 Proxy Season.
The 2007 proxy season was marked by significant new disclosure requirements for executive and director compensation, related party transactions, director independence and other governance matters that required companies to overhaul their proxy statements last year. While the 2008 proxy season may seem tame by comparison, new insight into these disclosures, as well as a few new rules and requirements, will have an impact on preparing for the annual meeting this year. Set forth below are the key items companies should consider now.
Annual Meeting Timetable Large accelerated filers should review their annual meeting timetable and update it to reflect the model they will follow for delivery of proxy materials under the Securities and Exchange Commission's new e-proxy rules. As discussed below under "E-Proxy Rules," a determination to proceed with delivery under the "notice and access" model will mean that the company must meet new deadlines for completion of their proxy statement and annual report. In addition, while companies may not need as much time or as many compensation committee meetings this year as compared to last to prepare their executive compensation disclosure, companies should determine the time and meetings that will be required and address any "lessons learned" from last year's process. This means the appropriate disclosure team must coordinate early to identify responsibilities and deadlines. ...See the full content of this document
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