This executive officer does not receive any additional compensation for services provided as a director, and the conditions in Instruction 5.a.ii to Item 404(a) of Regulation S-K are satisfied. [Mar. As such, a holding company with no public float as of the last business day of its second fiscal quarter would qualify as a smaller reporting company only if it had less than $100 million in consolidated annual revenues in the most recently completed fiscal year for which audited financial statements are available (i.e., as of the fiscal year end preceding that second fiscal quarter). Read breaking headlines covering politics, economics, pop culture, and more. [July 3, 2008]. As of November 2021, Johnson & Johnson had settled substantially all of the pending Risperdal lawsuits related to development of male breasts. If the executive is a named executive officer for 2009, the Summary Compensation Table should report for the 2008 year, in the Bonus column (column (d)) and Total column (column (j)), amounts that are adjusted to reflect the "claw-back," with footnote disclosure of the amount recovered. 13, 2007], 206.12 If a company selects its own peer group and subsequently changes the group, an additional line showing the newly selected index should be added to the performance graph. Question: Which names of directors must be included below the disclosure required in the Compensation Committee Report by Item 407(e)(5)? Answer: A registrant engaged in mining operations must comply with Subpart 1300s disclosure rules beginning with its Exchange Act annual report for the first fiscal year beginning on or after January 1, 2021. The reporting of use of proceeds requires the reporting of actual expenditures of the funds. Such a plan should be reported in the "not approved by security holders" category for the purposes of the Equity Compensation Plan Information table. Question: Is disclosure required by Item 703 of Regulation S-K if a holder of restricted stock subject to vesting conditions forfeits the stock upon failure to satisfy vesting condition if he or she was granted them for no consideration? Question: For purposes of filing an Exchange Act annual report, when must a registrant engaged in mining operations comply with the new mining property disclosure rules set forth in Subpart 1300 of Regulation S-K? The actuarial present value computed on the new measurement date should be reported in the Pension Benefits Table. Not all judgments favored Risperdal plaintiffs. There is not currently an active class action lawsuit against Risperdal at this time. See Release No. The Philadelphia jury awarded Plaintiff Murray an additional $8 billion in punitive damages, but a judge later reduced the amount to $6.8 million. Question: If a company files a preliminary proxy statement under Exchange Act Rule 14a-6 which omits the executive and director compensation disclosure required by Item 402 of Regulation S-K, would the staff request a revised preliminary proxy statement and deem that the 10-calendar day waiting period specified in Rule 14a-6 does not begin to run until the required information is filed? Question: May a company provide the assumption information required by Instruction 1 to Item 402(c)(2)(v) and (vi) for equity awards granted in the company's most recent fiscal year by reference to the Grants of Plan-Based Awards Table if the company chooses to report that assumption information in that table? Question: If a registrant does not use annual total compensation calculated using Item 402(c)(2)(x) of Regulation S-K ("annual total compensation") to identify the median employee, how should a registrant select another consistently applied compensation measure ("CACM") to identify the median employee? In this regard, Instruction 5.a to Item 404(a) does not apply to the immediate family member because she was not an executive officer. [Aug. 8, 2007]. Although the account agreements give the advisor complete discretionary authority to vote and sell securities held in the managed accounts, the account holders may revoke this authority within 60 days. [Feb. 16, 2010]. Registrants can voluntarily disclose information about reports on internal control over financial reporting; however, if such reports contain an adverse opinion with respect to the effectiveness of internal control over financial reporting, then that would be reportable pursuant to Item 304(a)(1)(v)(A). For example, if the high end of the range is $20, then the price range may be as wide as $16 to $20. 13, 2007], 233.02 If the only disclosure that a registrant is required to provide pursuant to Item 407(e)(4) is the identity of the members of the compensation committee, because the registrant has no transactions or relationships that trigger a disclosure obligation, the registrant may omit the Item 407(e)(4) caption ("Compensation Committee Interlocks and Insider Participation"). [July 3, 2008], 246.15 Consistent with the requirements of Item 601(b)(10)(iii), a company files its nonqualified deferred compensation plan as an exhibit. If some of a company's outstanding rights can be exercised for no consideration, and therefore their inclusion substantially reduces the weighted-average exercise price, how does the company disclose this information in the table? [Jan. 20, 2010]. 13, 2007], 230.05 Instruction 7.a. Although this position generally will be available for so-called "excess benefit plans" (as defined for Rule 16b-3(b)(2) purposes), it may not be appropriately applied in the case of a pure "top-hat" plan or SERP (Supplemental Employee Retirement Plan) that bears no relationship to a tax-qualified plan of the issuer. Is disclosure required of such a transaction that occurred since the beginning of the registrant's last fiscal year, but prior to the date the person became a 5 percent shareholder? Answer: No. Question: Instruction 5 to Item 402(b) provides that "[d]isclosure of target levels that are non-GAAP financial measures will not be subject to Regulation G and Item 10(e) of Regulation S-K; however, disclosure must be provided as to how the number is calculated from the registrant's audited financial statements." Typically 423 plans need to be broad based and non-discriminatory to qualify for preferential tax treatment, which would be within the exception, even if they require some minimum of work hours such as 10 hours a week in order to be in the plan or the discount is larger than the 5% example in the footnote. [October 18, 2016]. The older age may be included as an additional column. Answer: Yes. Youll be told in your decision notice if you can apply for the decision on your application under the EU Settlement Scheme to be reviewed. Answer: No. If, in the exercise of discretion, an amount is paid over and above the amounts earned by meeting the performance measure in the non-equity incentive plan, that amount should be reported in the Bonus column (column (d)). Answer: Yes. In the Summary Compensation Table, the registrant would include the grant date fair value of the additional options in the aggregate amount reported. The earnings pursuant to the award, even though declined, should be included in total compensation for purposes of determining if the executive is a named executive officer for 2010 and reported in the Summary Compensation Table. Answer: Item 402(u) does not define or even address furloughed employees. [June 4, 2010]. The price paid was determined by an independent appraiser. Viewing your childs status. Those filing suits claim they received no prior warning. [July 3, 2008], 246.09 Item 601(b)(10) requires the filing of material contracts. [July 3, 2008], 246.04 A registrant adopts a resolution providing confidential proxy voting rights for shareholders and asks whether the resolution should be filed as an "instrument defining the rights of security holders" pursuant to Regulation S-K Item 601(b)(4). Question: Under the definition of "smaller reporting company" in Item 10(f) of Regulation S-K, does the corporate parent of a majority-owned subsidiary have to satisfy the public float or revenue requirements of the definition in order for the majority-owned subsidiary to qualify as a smaller reporting company? Answer: No. Footnote or narrative disclosure to the Director Compensation Table should explain the allocation to services provided as an employee. Question: Under the definition of "smaller reporting company" in Item 10(f) of Regulation S-K, must the corporate parent of a majority-owned subsidiary be required to file reports under Section 13(a) or Section 15(d) of the Exchange Act in order for the majority-owned subsidiary to qualify as a smaller reporting company? How Do I Qualify for a Risperdal Lawsuit. Therefore, the assumptions used for financial statement reporting purposes that should be used for calculating the actuarial present value are the discount rate, the lump sum interest rate (if applicable), post-retirement mortality, and payment distribution assumptions. [Mar. 1992). Once issued, the shares of restricted stock that have been granted subject to forfeiture are neither "to be issued upon exercise of outstanding options, warrants and rights" (column (a)) nor "available for future issuance" (column (c)). As of 2021, Johnson & Johnson claimed to have settled almost 9,000 lawsuits against them over Risperdal with legal expenses totalling nearly $800 million. Answer: No. One executive decides not to receive any payment of earnings pursuant to the award. Answer: Yes. [Jan. 24, 2007], 227.02 A company has an executive officer (who is not a named executive officer) who is also a director. Before using the information in this portal, please read this. The Division staff advised that if an executive spends 100% (or near 100%) of the executive's time for the subsidiary but is paid by the parent, then the compensation paid by the parent has to be reported in the executive compensation table of the subsidiary. Ukraine situation - Moldova: Comunicat de pres al PAM - PAM va acorda o a doua rund de ajutor financiar familiilor din Moldova care gzdui Ukraine Situation - Moldova: - - , (3 2022 Ukraine Situation - Moldova: WFP News Release - WFP to issue a second round of cash assistance to Moldovan families hosting refugees (3 June Ukraine Situation - Moldova : CBI : , 07 . Parent's NEO determinations and compensation disclosures should not be affected by whether its subsidiary is public or private. Answer: In this circumstance, the company should include footnote disclosure of this fact and the footnote should include the weighted-average exercise price of the outstanding instruments excluding those that can be exercised for no consideration. [July 3, 2008], 215.01 Notwithstanding the introductory note to Item 308T, which states that it applies only to annual reports, any Form 10-Q that is required to include Item 308T disclosure pursuant to Item 4T of Form 10-Q must include the disclosure required by Item 308T(b). These Compliance & Disclosure Interpretations ("C&DIs") comprise the Division's interpretations of Regulation S-K. Capital One Venture X Vs. Chase Sapphire Reserve, Private Wealth Manager Vs. Financial Advisor, Risperdal Lawsuits: Legal History and Status. A statement merely identifying the location in a prior filing where the omitted discussion can be found does not incorporate such disclosure into the filing unless the registrant expressly states that the information is incorporated by reference. You and your lawyer will need to present evidence that conclusively links your condition to Risperdal. 33-6835 (May 18, 1989) and the letter to Thomas A. Cole (Jan. 17, 1989). [Aug. 8, 2007], 219.03 Item 402(c)(2)(viii) of Regulation S-K and Item 402(h)(2)(iii) and (iv) of Regulation S-K require amounts that are computed as of the same pension plan measurement date used for financial reporting purposes with respect to the company's audited financial statements for the last completed fiscal year. Question: Instruction 2 to Item 402(h)(2) indicates that the company must use the same assumptions used for financial reporting purposes under generally accepted accounting principles, except for the retirement age assumption, when computing the actuarial present value of a named executive officer's accumulated benefit under each pension plan. Finally, a company that relies on Instruction 4 to omit performance targets is required by the instruction to discuss how difficult it will be for the executive or how likely it will be for the company to achieve the undisclosed target level or other factor or criteria. Question: May a registrant-constructed peer or market capitalization index exclude the registrant? This company had a public float of $80 million on the last business day of its second fiscal quarter of 2018, and therefore is unable to transition to non-accelerated filer status. As the instruction to Item 402(b) provides, if "necessary to an understanding of the registrant's compensation policies and decisions regarding the named executive officers," the Compensation Discussion and Analysis should discuss the reasons for the "claw-back" and how the amount recovered was determined. Self-constructed indices (which term includes those prepared by a third party for the registrant and which are not "published") are not prohibited or discouraged by Item 201(e), they just must be weighted by market capitalization (as are most published indices) and include identification of the component issuers. For example, a calendar year-end company would be required to comply with the new mining property disclosure rules when filing an Exchange Act registration statement or a Securities Act registration statement that does not incorporate by reference disclosure from a registrants Exchange Act annual report on or after January 1, 2021, while a registrant with a June 30th fiscal year-end would be required to comply with the new mining property disclosure rules when filing an Exchange Act registration statement or a Securities Act registration statement that does not incorporate by reference disclosure from a registrants Exchange Act annual report on or after July 1, 2021. To the extent a board or nominating committee in determining the specific experience, qualifications, attributes, or skills of an individual for board membership has considered the self-identified diversity characteristics referred to above (e.g., race, gender, ethnicity, religion, nationality, disability, sexual orientation, or cultural background) of an individual who has consented to the company's disclosure of those characteristics, we would expect that the company's discussion required by Item 401 would include, but not necessarily be limited to, identifying those characteristics and how they were considered. Although an hourly or annual pay rate may be a component used to determine an employee's overall compensation, the use of the pay rate alone generally is not an appropriate CACM to identify the median employee. Question: Column (a) of the Equity Compensation Plan Information table requires disclosure of the number of securities to be issued upon exercise of outstanding options, warrants and rights, and column (b) requires disclosure of the weighted-average exercise price of these outstanding instruments. An item is not a perquisite or personal benefit if it is integrally and directly related to the performance of the executives duties. The Asahi Shimbun is widely regarded for its journalism as the most respected daily newspaper in Japan. Answer: The grant date and grant date fair value are determined as provided in FAS 123R. Since Item 402(j) requires quantification of what a named executive officer would have received assuming the event took place on the last business day of the registrant's last completed fiscal year, disclosure of the "spread" at that date is consistent with Instruction 1 to 402(j), which prescribes using the closing market price per share of the registrant's securities on last business day of the registrant's last completed fiscal year. Rather, an appropriate footnote should state that there are no thresholds or maximums (or equivalent items). 13, 2007]. A CACM may also consist of annual total compensation from the registrant's prior fiscal year so long as there has not been a change in the registrant's employee population or employee compensation arrangements that would result in a significant change of its pay distribution to its workforce. However, if an allocation of the monies paid by the parent would be necessary because the executive officer splits time between the parent and the subsidiary, the payments allocable to services to the parent need not be included in the subsidiary's executive compensation table. Is this transaction a repurchase by the issuer that the issuer must disclose under Item 703? If the payments are part of a management contract, disclosure of the structure of the management agreement and fees would have to be reported under Item 404. Some of the executive officers of the parent may receive a portion of their compensation from the subsidiary corporation. Answer: No. A footnote should disclose the total number of shares remaining available, as well as the number of shares subject to purchase during any current purchase period. U.S. District Judge Denise J. Casper ultimately ruled in favor of Janssen, having determined that the plaintiff failed to demonstrate proper causation in the case. Question: Must a Form 10-Q include the full exhibit index specified by Item 601(a)(2)? Establishing a joint fund of property for the benefit of children. The appropriateness of any measure will depend on the registrant's particular facts and circumstances. 1, 2010]. [Mar. [Sep. 14, 2009]. [Aug. 8, 2007]. Answer: No. [Feb. 16, 2010]. [Jan. 24, 2007]. Ordinarily, however, when purchase warrants remain outstanding, an offering is ongoing for purposes of reporting use of proceeds. Answer: The answer depends on the facts and circumstances of each service. For instance, if a named executive officer at age 40 is granted an award if he stays with his company until age 60, how should the company measure this benefit when the executive is age 50 and the normal retirement age under the plan is age 65? Read more, Border crossings from Ukraine (since 24 February 2022)*, Last updated 1 November 2022 - Source: UNHCR, Government, Border crossings to Ukraine (since 28 February 2022)**, Ukraine situation: Flash Update #34 04-11-2022, Multi-Sectoral Needs Assessment conducted in July - August 2022, commissioned by UNCHR and implemented by REACH - Impact Initiative; covering 724 households across the country, Blue Dot Hubs are a safe space where all refugees and other vulnerable people are welcome without discrimination, Ukraine situation: Regional protection profiling and monitoring factsheet, DISPLACEMENT PATTERNS, PROTECTION RISKS AND NEEDS OF REFUGEES FROM UKRAINE - REGIONAL PROTECTION ANALYSIS # 1, Ukraine situation: Flash Update #33 21-10-2022, RRP Ukraine Situation: 4-Pager Summary - Belarus. [July 3, 2008]. 13, 2007]. [Mar. Question: When should the legend specified in Item 501(b)(10) be included on a prospectus? 13, 2007], 206.02 A compensation plan that permits awards to be settled in either cash or stock must be disclosed under Item 201(d). This is called an administrative review. [Mar. However, the company should discuss the cash retention bonus in its Compensation Discussion and Analysis for 2008 and subsequent years through completion of the performance necessary to earn it. Answer: Yes, if the filer otherwise complies with Item 601(b)(101)(ii) of Regulation S-K and Paragraph 6(b) of General Instruction C of Form 6-K, as applicable. Question: A company maintains an employee stock purchase plan covered by Section 423 of the Internal Revenue Code, under which there are outstanding rights to purchase company common stock at a floating exercise price (85% of the lower of (i) market price at the start of the purchase period or (ii) market price at the future close of the purchase period). Question: May a registrant exclusively use hourly or annual rates of pay as its CACM? Find the latest U.S. news stories, photos, and videos on NBCNews.com. Question: Does Item 407(d)(3)(i)(D) require the audit committee to state whether it recommended inclusion of the audited financial statements in the Form 10-K for periods prior to the last completed fiscal year? The registrant wished to extend the preferential purchase period for an additional 30 days. 2006 through December 2006. All the latest news, views, sport and pictures from Dumfries and Galloway. Question: Item 402(c)(2)(ix)(D) requires disclosure in the "All Other Compensation" column of the amount paid or accrued to any named executive officer pursuant to any plan or arrangement in connection with any termination of such executive officer's employment with the company or its subsidiaries, or a change in control of the company. As of 2021, Johnson & Johnson claimed to have settled almost 9,000 lawsuits against them over Risperdal with legal expenses totalling nearly $800 million. 4, 2011]. Coursera - (, , , . Answer: No. Earnings on 401(k) plans are not disclosed in the Summary Compensation Table because the disclosure requirement only extends to above-market or preferential earnings on non-qualified deferred compensation. Get the latest health news, diet & fitness information, medical research, health care trends and health issues that affect you and your family on ABCNews.com The immediate family member's compensation is disclosed under Item 404(a). [July 3, 2008]. [Mar. Sometimes, the drug gets subscribed to those with autism, dementia, or obsessive-compulsive disorder. Answer: The portion of the 2008 bonus recovered in 2009 should not be deducted from 2009 bonus or total compensation for purposes of determining, pursuant to Items 402(a)(3)(iii) and (iv), whether the executive is a named executive officer for 2009. This includes the example of potential material information identified in Item 402(b)(2)(iv) of Regulation S-K, which indicates that it may be appropriate to discuss how the determination is made as to when awards are granted, including awards of equity-based compensation such as options. The issuer should use the closing market price at the end of the first trading day. The Division staff has advised that it should be so filed. See Item 201(e)(4) and Release No. [July 3, 2008], 233.01 The "total number of meetings of the board of directors" specified as the basis for calculation of director's attendance in Item 407(b)(1) does not include board action by written consent. [Jan. 24, 2007]. If performance targets are not material in this context, the company is not required to disclose the performance targets. The company may not substitute January 1 of the current year for the last business day of the company's last completed fiscal year, which would change the five-year "base period" to include the company's last completed fiscal year. For that executive, should the award be included in total compensation for purposes of determining if the executive is a named executive officer for 2010? The company has post-termination compensation arrangements that apply generally. WTOP delivers the latest news, traffic and weather information to the Washington, D.C. region. Question: At the beginning of Year 1, the compensation committee sets the threshold, target and maximum levels for the number of shares that may be earned for Year 1 under the company's performance-based equity incentive plan. The awards permit the named executive officers to elect payment of the award for 2010 performance in company stock rather than cash, with the election to be made during the first 90 days of 2010. For example, if a company that had been listed on the American Stock Exchange becomes listed on a different exchange and now plans to use the S&P 500 as its broad market index rather than the American Stock Exchange Composite Index, the company must provide a narrative explanation of the change in indices and compare returns based upon the old and new index on the graph. The service inception date may precede the grant date, however, if the equity incentive plan award is authorized but service begins before a mutual understanding of the key terms and conditions is reached. Answer: If the issuer discloses in its filing that it engaged a third party to prepare or audit its reserve estimates, or to conduct a process review, of a limited amount of its reserves, then the issuer must file the third party's report. Pursuant to Item 601(b)(10)(ii)(C), a contract for the acquisition of real estate must be filed if consideration in excess of 15% of the fixed assets of the company is paid for the real estate. [July 3, 2008], 205.02 Contrary to Release No. Under Items 402(a)(3)(i) and (ii), the principal executive officer and the principal financial officer are, per se, named executive officers, regardless of compensation level. Instruction 1 also states that incomplete exhibits already on file that do not reflect these modifications may not be incorporated by reference in any subsequent filing. Answer: Yes. Question: Item 703 requires tabular disclosure regarding any purchase made by or on behalf of the issuer or any affiliated purchaser of shares or other units of any class of the issuer's equity securities that are registered by the issuer under Exchange Act Section 12. You can apply for an administrative review if your leave was cancelled because: If you want to apply for an administrative review, you must do so within 28 days of the date on your decision email. You can apply for an administrative review if your settled or pre-settled status was cancelled because: Youll be told in the letter given to you at the border if you can apply for the decision to cancel your leave under the EU Settlement Scheme to be reviewed. [Mar. The purpose of the table is to show changes in the aggregate account balance at fiscal year end for each named executive officer. [Mar. Answer: Yes. Instruction 5 to Item 402(b) is limited to CD&A disclosure of target levels that are non-GAAP financial measures. Question: Should a discretionary cash bonus that was not based on any performance criteria be reported in the Bonus column (column (d)) of the Summary Compensation Table pursuant to Item 402(c)(2)(iv) or in the Non-equity Incentive Plan Compensation column (column (g)) pursuant to Item 402(c)(2)(vii)? The supplement is filed under Rule 424(b)(7). [Jan.24, 2020]. [July 3, 2008], 246.10 For purposes of Form 10-K, Item 601(b)(10)(iii) of Regulation S-K requiring disclosure of remunerative contracts would apply to a deferred compensation plan entered into during the fiscal year, even though the officer/director retired during that fiscal year and no longer was an officer/director. [July 3, 2008]. That relationship need not be disclosed in X's reports under Item 404(a), since A is not a person described in Instruction 1 to Item 404(a). Consequently, if the former principal accountant advised the registrant that there was a material weakness, then the registrant has a reportable event under Item 304(a)(1)(v)(A). Question: Should a copy of the employee benefit plan under which the registered securities will be issued be filed as an exhibit to the registration statement on Form S-8? The subsidiary would start reporting as of the IPO date. Answer: No. 13, 2007]. [Jan. 14, 2011]. How is the award reported for the named executive officer who elects stock payment?
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