Search Results for: nasdaq

SEC Extends Review Period for Nasdaq’s Board Diversity Proposal

On the heels of our post of our summary deck yesterday on Nasdaq’s December 2020 Board Diversity Proposal, the SEC announced last night that it needs more time to consider Nasdaq’s proposal and associated comment letters.  With the extension, the SEC has until March 11, 2021 to either approve or disapprove the proposal, or institute proceedings to aid its determination.  
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Nasdaq’s Board Diversity Proposal

The SEC continues to consider and take public comment on Nasdaq’s December 2020 Board Diversity Proposal. That proposal, if approved as written, would require Nasdaq-listed issuers to disclose their board diversity composition annually and eventually have two “diverse” directors on their boards, or explain why not. Limited exceptions would also apply.

There’s been much speculation as to whether the SEC will approve these proposed amendments to Nasdaq’s listing requirements, decline to do so, or propose, at some point in time, its own board diversity disclosure requirements.
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SEC Approves NASDAQ Rules to Report Third-Party Director Compensation

On Friday, the SEC approved NASDAQ rules that require its listed companies to publicly disclose compensation or other payments by third parties to board members or nominees.

NASDAQ made two amendments to the original rule proposal. We previously discussed the first amendment here. On June 30, 2016, NASDAQ filed a second amendment to the proposal, which replaced the proposal in its entirety and contains the version of the rules that the SEC approved.
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NASDAQ Amends Rule Filing on Disclosure of Third-Party Compensation for Directors and SEC Extends Review Period

The SEC has extended to July 4, 2016, as the deadline for taking action on NASDAQ’s proposal requiring its listed companies to disclose any third-party compensation payments related to candidacy or service as directors on the companies’ boards.

We previously discussed the rule proposal here. Last week NASDAQ amended the rule filing so that the disclosure must be made in the proxy statement for any shareholder meeting that elects directors, not just at annual meetings.
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NASDAQ Proposes Requiring Companies to Disclose Outside Compensatory Payments to Directors

The SEC has published a proposed Nasdaq listing standard for public comment. Comments are due 21 days after publication in the Federal Register, which occurred yesterday.

If adopted, effective June 30, 2016, NASDAQ-listed companies will be required to publicly disclose any agreements with a director or nominee if anyone other than the company provides compensation in connection with that person’s candidacy or service as a director.
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Nasdaq Provided Limited Discretion to Allow Cure Periods for Non-Compliance with Annual Meeting Requirements

The SEC has approved rule changes to allow the staff of Nasdaq’s listing qualifications department limited discretion to grant a listed company time to comply with the requirement to hold an annual meeting.

Nasdaq standards require companies to hold an annual meeting no later than one year after the end of the company’s fiscal year. If a company fails to comply, Nasdaq must issue a delisting determination, subjecting the company to immediate suspension and delisting unless the company requests a hearing.
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Nasdaq and NYSE Reminders on Material News Announcements, Including Changes to the Dates of Earnings Announcements

Both Nasdaq and the NYSE issued recent reminders to companies about key announcements that may constitute material news.

Changes to dates.  Changes to a company’s earnings release, dividend record and dividend payment dates may be material information that should be promptly disclosed publicly, Nasdaq noted recently in an issuer alert.  This includes any changes to these dates, such as when earnings are announced. 
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NASDAQ Compensation Committee Certification Now Available Online

NASDAQ has announced to its issuers that the compensation committee certification that it requires has been added to its list of online forms under the NASDAQ OMX Listing Center. NASDAQ companies must use this form to certify compliance with the amended compensation committee listing rules no later than 30 calendar days after the Company’s first annual meeting occurring after January 15, 2014, or October 31, 2014, whichever is earlier. 
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Nasdaq Proposes More Flexible Compensation Committee Independence Standards

NYSE and Nasdaq listing standards governing the independence of compensation committee members, as required under Dodd-Frank, do not go into effect until companies’ first annual meeting after January 15, 2014 or at the latest by October 31, 2014. Currently, the two exchanges diverge in how they treat directors who receive any compensatory fees, including consulting and advisory fees.
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