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Preparing for Proxy Season 2018: A Primer for General Counsel

BY Phil Brown
January 03, 2018

As we enter 2018, public companies across the United States will begin, in earnest, their preparations for this year's proxy season and annual shareholder meetings. It is not an understatement to say that 2017 was a tumultuous year on many fronts — economically, politically and globally. As a result, general counsel should have several issues on their radar that could play a role in 2018's proxy season.

CEO Pay Ratio Disclosure

For GCs, the prospect of disclosing their company's CEO pay ratio — that is, the ratio between the CEO's compensation and their median employee pay — was likely chief among the issues that kept them up at night over the holiday season. Even with the Trump administration's stated goal of deregulation, the SEC made it clear in a September 2017 interpretive guidance that the pay-ratio rule will be in effect for the upcoming proxy season. Under the rule, registrants must provide the disclosure for the first fiscal year beginning on or after Jan. 1, 2017, which means that registrants will begin doing this in early 2018.

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