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FMLA Changes Take Effect Today, March 8, 2013

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Changes to FMLA go into effect today including:

1) Amendments to the military leave provisions to include family members of the Regular Armed Forces for qualifying circumstances arising out of service member’s deployment, and extend military caregiver leave to family members under certain circumstances.

2) The revised regulations impact airlines, by, among other things, establishing eligibility requirements for crew members and flight attendants based on monthly guarantees and hours worked or paid.

For more information click here to access the DOL’s poster on Employees’ Rights and Responsibilities.

Filed under: Regulatory Updates



What You Need to Know NOW about Say on Pay Advisory Votes

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Expert Perspective By Grahall’s OmniMedia Editorial Board

In her February 17, 2011 article in Forbes  (Proxy Season Again? Creating a Compensation Discussion and Analysis That Really Speaks to Shareholders) Robin Ferracone asks: as you “…hunker down to write drafts of the  Compensation Discussion & Analysis (CD&A), will it be business as usual… or will it be time to start over?” 

Not only is it time to start over, but we may be in the verge of a paradigm shift where boards and their committees will begin to engage shareholder AND stakeholders in discussions with the purpose of explaining and defending executive compensation structures and results. 
Continue reading “What You Need to Know NOW about Say on Pay Advisory Votes” »

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The Say on Pay Paradigm Shift: What You Need to Know NOW!

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Expert Perspective by Grahall’s OmniMedia Editorial Board

In his most recent client alert, “Say On Pay Ushering in Paradigm Shirt? What You Need to Know NOWGrahall’s Garry Rogers discusses trends appearing in the first two months of early filing companies regarding Say on Pay requirements and frequency.  And those trends are potentially significant. Rogers says: “… we may be heading for nothing less than a total transformation of the process by which executive compensation is both determined and implemented.”


Continue reading “The Say on Pay Paradigm Shift: What You Need to Know NOW!” »

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Say on Pay Voting Periods – Size Does Matter

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Expert Perspective from Grahall’s OmniMedia Editorial Board

In a nearly unprecedented turn of events, 39 institutional investors issued a press release (Investors Issue Call for Annual Vote on Executive Pay)  calling for “public companies to support annual advisory votes on executive compensation in their 2011 proxy statements and for investors to vote for annual ‘Say on Pay’ votes.” 

According to Grahall’s Garry Rogers who has reviewed over 200 such early filings, a majority of public companies are recommending three-year votes. So the lines are clearly drawn in the sand.  Rogers says: “Although it’s still early, at this point the three year time period is clearly the most popular.”  However, the size of the filer also appears to be a factor on the frequency recommendation. Rodgers adds: “Seven of the ten largest companies have recommended annual reviews, and the overall rate of annual reviews is noticeably higher for companies over $1 billion in market capitalization when compared to smaller companies”.      

According to the press release, 39 institutional investors, major mutual funds and influential proxy advisor Institutional Shareholder Services (formerly RiskMetrics) have thrown their weight behind annual votes. 

Clearly a one-year period creates a much stronger “watchdog” atmosphere, and some companies may benefit from this level of oversight.  Our concern is that like any other corporate structure, program or protocol, “one size may not fit all.”  Two-year or even three-year voting periods might make sense for some public companies particularly if their compensation structures are based on longer performance periods.   In addition, some observers have argued that the one-year period may become just another compensation formality, while a three-year review would be more novel and taken more seriously, while promoting a more significant emphasis on long term growth.

In either event, the Say on Pay process has its weaknesses regardless of what duration period a company employs.  Already, one high profile filer Monsanto, received a 65% vote in favor.  Is that sufficiently high for the company to accept, or should it revise its compensation programs?  Clearly, 35% is a significant number of shareholders unhappy with the current program.  This starkly illustrates the potential quagmire that can result from an “up or down” Say on Pay” vote , which obviously doesn’t lend itself to specific interpretation, and it’s not clear what to do in such circumstances, other than to engage your shareholders.

What is clear is that as investors, mutual funds and ISS continue to press for annual reviews, we may just see the annual period become the norm, particularly at larger companies.   Whether this will result in maximum accountability, and encourage companies to communicate effectively with shareowners (who themselves may be voting against a program for individual reasons) remains to be seen. 

Contact Grahall’s OmniMedia Editorial Board at edie.kingston@grahall.com

Filed under: Expert Perspective - Rewards, Regulatory Updates



Say on Pay Goes On

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Expert Perspective from Grahall’s OmniMedia Editorial Board

An article by Richard Levick (Transparency on Executive Pay Begins with Clarity) caught our attention. 

Mr. Levick begins his article (much of which he shares was excerpted from the book “The Communicators: Leadership in an Age of Crisis “ that he co-authored with Charles Slack) noting that “…on Jan. 25, SEC commissioners voted 3-2 to enact the say-on-pay measure that subjects compensation plans to non-binding shareholder votes as often as once a year…”.  In our blog published on January 25th, Grahall’s Garry Rogers reminded us of that meeting and said:  “The final rules are not likely to contain any real surprises, but of particular interest will be whether exemptions for ‘small-companies’ and for new issuers will survive.” (To read more about the Say on Pay rules click here.) We followed up with Garry to get his take on the SEC hearings.
Continue reading “Say on Pay Goes On” »

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SEC to Hold Open Meeting on January 25 to Consider Final Rules on Say on Pay

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The Securities and Exchange Commission (“SEC”) has announced its intention to consider final rules for executive compensation advisory votes an open meeting to be held on Tuesday,  January 25, 2011. These rules are mandated by the Dodd-Frank Act, which requires all public filers to hold “say on pay” votes in 2011. Shareholders must be given the opportunity to advise companies whether future pay votes should occur every one, two or three years.

According to Grahall’s Garry Rogers: “The final rules are not likely to contain any real surprises, but of particular interest will be whether exemptions for ‘small-companies’ and for new issuers will survive.” Rogers adds that during the comment period, investors generally opposed this exemption while the smaller filers are pushing hard for adoption.

Click here to read the entire article regarding Say on Pay in Grahall’s Knowledge Center.

You can peruse other compliance and regulatory updates in Grahall’s Knowledge Center.

And you can contact Garry Rogers at Garry.Rogers@grahall.com.

Filed under: Expert Perspective, Regulatory Updates