How to Draft “Compensation Consultant Disclosure” for the Proxy

Our guest – Hunton Andrews Kurth’s Scott Kimpel – explains what disclosures are required by Item 407 of Regulation S-K in the proxy statement about compensation consultants including:

1. What’s supposed to be disclosed about the role of the compensation consultant?
2. What about the independence – or any conflicts of interest of the consultant?
3. Or if they just provide guidance on broad-based non-discriminatory plans?
4. What disclosure of the comp consultant’s fees?
5. Is the consultant supposed to review or consent to the disclosure?

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