SEC Proxy Statement Disclosure Rules
for New or Amended Stock Plans
>>> See shareholder approval generally
2018.05.17 New Disclosure Interpretations. For proxy statements that include proposals for new or amended stock award plans, the SEC has issued additional guidance in order to address common questions, such as (1) must the material features of an entire plan be disclosed if a proposal merely involves increasing the number of shares reserved under a previously-approved plan [SEC ANSWER - YES PER CD&I 161.01 BELOW]; and (2) how should a new plan benefits table address awards that have not yet occurred, but could occur, under a new or amended plan.
SEC CD&Is Released May 11, 2018:
Question 161.01: Do all actions on compensation plans that must be submitted for security holder approval need all of the disclosure required under Item 10 of Schedule 14A?
Question 161.02: When should registrants provide the disclosure required by Item 10(a)(2)(i) of Schedule 14A regarding the benefits or amounts that will be received or allocated to each of the named executive officers and certain groups?
Question 161.03: If a registrant is required to disclose the New Plan Benefits Table called for under Item 10(a)(2) of Schedule 14A, should it list in the table all of the individuals and groups for which award and benefit information is required, even if the amount to be reported is “0”?
Question 161.04: Can a registrant include other information, such as that called for by Item 10(b) of Schedule 14A, in the New Plan Benefits Table mandated by Item 10(a)(2) of Schedule 14A?
Question 161.05: Should a registrant report the “dollar value” for option plans in the New Plan Benefits Table required by Item 10(a)(2) of Schedule 14A?
Question 161.06: Does Item 10(a)(2)(iii) of Schedule 14A require disclosure of actual awards made under an existing plan for the prior fiscal year?
Question 161.07: Does Item 10(a)(2)(i) or 10(a)(2)(iii) of Schedule 14A require a “pro forma” presentation of the benefits or amounts that would have been received under a plan where such awards or benefits are discretionary?
Question 161.08: Does the disclosure requirement in Item 10(a)(2)(iii) of Schedule 14A apply to all compensation plans?
Question 161.09: How should the “market value of the securities underlying the options, warrants, or rights as of the latest practicable date” be calculated for purposes of Item 10(b)(2)(i)(D) of Schedule 14A?
Question 161.10: Does Item 10(b)(2)(ii) of Schedule 14A, which requires the registrant to state separately the amount of options received or to be received, cover options under all plans or only the plan upon which action is to be taken?
Question 161.11: Does the disclosure under Item 10(b)(2)(ii) of Schedule 14A need to appear in a table?
Question 161.12: Does Item 10(b)(2)(ii) of Schedule 14A apply only to options received during the last year?
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