We’re expecting the 2008 proxy season to be especially interesting for two reasons. First, 2008 will be the first year where we have consecutive years of compensation data under the new SEC rules. Based on typical investor expectations surrounding the Management’s Discussion and Analysis (MD&A) section, will companies discuss year-over-year compensation changes in the Compensation Discussion and Analysis (CD&A) and the reasons behind it in a similar fashion? In addition, the macro-economic environment, especially for credit sensitive industries, was vastly different in 2007 when compared to the relative frothiness of 2006. As they say in retail, “same store comps” are going to be challenging, and blaming it on the weather may be awkward unless you’ve recently won a Nobel Prize and also invented the Internet. That being said, it will be interesting to see how companies discuss annual changes in compensation and the correlation with corporate performance over the last two years.
Second, with the SEC’s round of comment letters to large issuers earlier this year, companies are clearly on notice regarding the high level of transparency and detail in disclosure that they are expected to provide. This is especially true for sensitive areas like performance targets. In our research of proxies this year, we found that slightly over 40% of companies disclosed actual performance targets in their proxies and the format and level of disclosure varied quite substantially from company to company. One of my personal favorite examples comes from Acco Brands where they included target values and actual performance results side by side in tables. We’re expecting the percentage of companies providing performance targets to increase in 2008.
To help companies with the challenges of drafting their proxies, we recently released PracticesInsight (PI). With the new SEC disclosure rules earlier this year, many companies were somewhat at a loss on what the SEC was expecting. In 2006, we launched the Proxy Disclosure Service (PI’s predecessor) that included examples of companies that had voluntarily adopted portions of the proposed SEC rules. Given the success we had last year, we saw an opportunity to build an enhanced version and rename it PracticesInsight. Based on our research of literally 1,000s of proxies, we’ve compiled a “greatest hits” list of compensation disclosure to help our clients in the drafting process. Concurrent with the launch of PI, we released the CD&A Overview report to provide a small sample of the examples in PI. As one might expect, interest (and sales) in both PI and the report have been very strong.
Thanks to everyone for what was another record-breaking year for Equilar. Happy holidays and we look forward to talking with you soon!No tags for this post.