SEC staff refuses no-action letter permitting issuer to exclude compensation-related shareholder proposal

Article Abstract:

The Securities and Exchange Commission (SEC) refused to grant Philip Morris the no-action letter requested so that it could exclude a specific shareholder proposal from its proxy statement. The SEC is currently unwilling to issue no-action letters on executive compensation issues. The shareholder proposal requests that a report be prepared on the extent to which social and environmental concerns are being integrated into executive compensation determinations. Philip Morris argued that the shareholders were using the compensation issue to ensure that the SEC would not issue a no-action letter.

Philip Morris Inc., Voting rights (Stockholders)

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SEC staff refuses to allow omission of shareholder proposal on executive pay

Article Abstract:

The Securities and Exchange Commission (SEC) denied a request by Goldfield Corp that it be allowed to omit a shareholder executive compensation proposal from the proxy statement for its annual meeting. Goldfield requested that the omission be allowed because adoption the proposal would breach existing agreements and violate state law. Under SEC rules, proposals that would break the law can be omitted. The SEC did not agree with Goldfield's interpretation and suggested that the company include the proposal and revise the proposal immediately afterward.

Goldfield Corp., GV

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IRS rules on outside director issues

Article Abstract:

Two letter rulings issued by the IRS clarify outside director qualifications for the IRC section 162(m) ceiling on deductions for highly paid employees' compensation. Letter ruling 9731006 states outside directors cannot receive more than de minimis remuneration or remuneration for personal services exceeding $60,000 from a publicly held company. Letter ruling 9732011 defines officers as administrative executives with official authority whose service is or was regular and continuous.

Corporate directors, Wages, Wages and salaries

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