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☆ Netflix shareholders reject sky-high executive pay packages
▼ + stars: | 2023-06-02 | by ( Nicole Goodkind | ) edition.cnn.com time to read: +3 min

New York CNN —Netflix shareholders voted on Thursday to reject multi-million dollar pay packages for the company’s top executives including for co-CEOs Ted Sarandos and Greg Peters. Frederic J. Brown/AFP/Getty ImagesNetflix’s proposed executive pay packages for 2023 included up to $40 million for Sarandos, including base salary, a performance bonus and stock options. Netflix’s board, meanwhile, is able to disregard the results of this “say on pay” vote and approve executive compensation plans in spite of shareholder wishes. The board has already unanimously recommended voting for the pay packages. Last year, just 27% of Netflix shareholders approved of 2022 executive compensation packages.

Persons: Ted Sarandos, Greg Peters, ”, Meredith Stiehm, Frederic J . Brown, Peters, Reed Hastings, Spencer Neumann, David Hyman, Rachel Whetstone Organizations: New, New York CNN, Netflix, Writers Guild of America, Hollywood, WGA, Guild of America, Comcast, Getty, Securities and Exchange Commission Locations: New York, Hollywood , California, AFP

☆ Netflix shareholders withhold support for executive pay package
▼ + stars: | 2023-06-02 | by ( Dawn Chmielewski | ) www.reuters.com time to read: +3 min

June 1 (Reuters) - Netflix Inc (NFLX.O) shareholders on Thursday withheld their support for the company's executive pay package, in a non-binding vote that followed a call by striking Hollywood writers to reject the proposed 2023 compensation. "While investors have long taken issue with Netflix's executive pay, the compensation structure is more egregious against the backdrop of the strike," wrote Writers Guild West President Meredith Stiehm. Netflix shareholders withheld support for the executive compensation structure for 2023, in a non-binding "say on pay" vote. Last year, the company's executive pay package won support from just 27% of the shareholder votes cast. After last year's vote, Netflix said it made changes including instituting a salary cap for its co-chief executives and a performance-based bonus plan.

Persons: Guild of America West, Meredith Stiehm, Stiehm, Reed Hastings, Ted Sarandos, Greg Peters, Peters, Ari Emanuel, David Zaslav, Dawn Chmielewski, David Gregorio, Christopher Cushing Organizations: Netflix Inc, Guild of America, Guild West, Comcast Corp, Netflix, Hollywood, Endeavor, Warner Bros Discovery, Alliance, Television Producers, SAG, Thomson Locations: Los Angeles

☆ The top Hollywood exec made $498 million in the last 5 years—384 times as much as the average writer
▼ + stars: | 2023-06-01 | by ( Jennifer Liu | In Jljenniferliu | ) www.cnbc.com time to read: +4 min

That's a staggering 384 times the average pay of a Hollywood writer. Overall, average pay for Hollywood's top execs climbed to $28 million in 2021, up 53% from 2018 (and roughly 108 times the average writer's pay) according to the analysis, which uses compensation data from the research firm Equilar and includes stock options, base salaries, bonuses and other perks. Meanwhile, average pay for Hollywood writers has remained virtually flat at about $260,000 as 2021, the Times reports. Hollywood executive pay dropped in 2022 due to stock market volatility and investor pressure to make streaming profitable. From 1978 to 2021, CEO pay grew by 1,460%, adjusted for inflation, versus just 18.1% for the typical worker.

Persons: David Zaslav, That's, Ari Emanuel, Reed Hastings, Bob Iger, Walt, Ted Sarandos, Rupert Murdoch, Lachlan Murdoch, Brian Roberts, Joseph Ianniello, Patrick Whitesell, Kaitlin Fontana, Kelly Evans Organizations: Hollywood, Los Angeles Times, Warner Bros, Discovery Inc, Times, Writers Guild of America, Endeavor Group Holdings Inc, Netflix, Walt Disney Co, Fox Corp, Comcast Corp, Paramount Global, Endeavor, Paramount, Disney, Company, WGA, Alliance, Television Producers, LA Times, Economic, Comcast, CNBC Locations: U.S, California

☆ Philip Morris International CEO aims to make its stock an ESG investment, FT reports
▼ + stars: | 2023-05-31 | by ( Allison Morrow | ) edition.cnn.com time to read: +3 min

The majority of those sales come from PMI’s “heated tobacco” products, which use electricity to warm, rather than burn, tobacco. “This requires system-level change.”Philip Morris International, headquartered in Switzerland, is the multinational firm that sells Marlboro brand cigarettes in non-US markets. It was spun off in 2008 from Altria Group, which controls Philip Morris USA. That’s especially true in Europe, where ESG accounted for 65% of all flows into ETFs in 2022, according to Morningstar data. Olczak touted PMI’s ESG bona fides on transparency, though he also acknowledged that the use of child labor in tobacco supply chains harmed his company’s ESG rating.

Persons: Philip Morris, Jacek Olczak, ” Olczak, “ I’m, Philip Morris …, ”, ” Philip Morris, ESG, Olczak, “ Organizations: New, New York CNN, Tobacco, Philip Morris International, Financial Times, CNN, ” Philip Morris International, Marlboro, Altria Group, Philip Morris USA, drillers, Morningstar Locations: New York, Switzerland, Europe

NEW YORK, May 16 (Reuters) - Silicon Valley Bank's former CEO Greg Becker told senators at a hearing that he was unaware the bank was in trouble when he sold stock in the months leading up to the regional U.S. lender's collapse. Becker, who sold SVB shares through the first quarter - the largest sale of which occurred on Feb 27, less than two weeks before the bank collapsed on March 10, triggering a rout in banking shares globally. Responding to questions from senators, Becker painted a picture of an unprecedented, unpredictable crisis at the bank. He said the bank took risk management seriously and had liquidity of around $80 billion at the end of last year. [1/2] Greg Becker, former president and CEO of SVB, speaks at the 2022 Milken Institute Global Conference in Beverly Hills, California, U.S., May 3, 2022.

☆ Failed bank execs see blame everywhere, except in the mirror
▼ + stars: | 2023-05-16 | by ( Allison Morrow | ) edition.cnn.com time to read: +4 min

New York CNN —More than two months after the collapse of Silicon Valley Bank and Signature Bank triggered a financial earthquake, three former executives spoke publicly for the first time in testimony before a Senate committee Tuesday. Here are the key takeaways from the Senate hearing:Everyone else messed upThe executives conducted a masterclass in deflecting blame for their banks’ failures. In his testimony, Becker said he was “truly sorry” for the bank’s collapse, blaming a “series of unprecedented events.”Greg Becker, former CEO of Silicon Valley Bank, left, testifies next to Scott Shay, former chairman and co-founder of Signature Bank, and Eric Howell, former president of Signature Bank, during a Senate hearing. “Rumors and misconceptions spread quickly online,” sparking the bank run, Becker told lawmakers. Spoiler alert: Becker didn’t commit to returning any money and Shay said he had no intention to do so.

"I believe it was a series of unprecedented events that all came together in the fastest bank run in history," Becker told the Senate Banking Committee. "I was the CEO of Silicon Valley Bank, I take responsibility for what ultimately happened," Becker said. Executives from Signature Bank also testified alongside Becker on Tuesday, pushing back on assertions from lawmakers that the bank had weak corporate governance. "I don't believe that there was mismanagement at the bank," said Eric Howell, the former president of Signature Bank. The bank tried to cover the loss by raising capital, but in announcing the transaction helped fuel a bank run.

☆ Chipotle, Papa John's link ESG goals to bonus compensation, and pay practice is moving below the C-suite level
▼ + stars: | 2023-05-14 | by ( Ian Thomas | ) www.cnbc.com time to read: +9 min

Companies are increasingly linking ESG metrics to executive compensation packages. That percentage of Russell 1000 companies linking ESG goals to compensation has quickly grown in recent years, from 14% in 2020 to 18% in 2021 to 28% in 2022. In 2021, Mastercard changed its executive compensation model for its most senior executives, EVPs and above, to link their bonus structure to goals set around carbon neutrality, financial inclusion and gender pay parity. Papa John's took a similar step last year, introducing an ESG bonus incentive for eligible employees and executives for goals around enhancing diversity, equity and inclusion, environmental impact, and its broader mission around cleaner and better ingredients. "For example, if there is an ESG goal around emissions, does a director of finance have any direct oversight or responsibility for how that is achieved?"

To revive its fortunes, the government late last year published its Edinburgh Reforms agenda comprising over 30 proposed changes to existing rules. "There are a variety of factors that keep somewhere attractive in terms of investment, listing and being an international finance centre." "We want the UK to be the world's most innovative and competitive global financial centre," the spokesperson added. CHALLENGING ASSUMPTIONSSupporters of a more vibrant UK stock market are also increasing pressure on bankers managing IPO processes to challenge assumptions about London's poorer liquidity or post-IPO performance, relative to rival venues. Proposed changes to UK listings are encouraging, but may not be enough, said Steve Bates, BIA CEO.

☆ Google employees complain about CEO Sundar Pichai's pay raise as cost cuts hit rest of the company
▼ + stars: | 2023-05-03 | by ( Jennifer Elias | ) www.cnbc.com time to read: +4 min

Google CEO Sundar Pichai speaks at a panel at the CEO Summit of the Americas hosted by the U.S. Chamber of Commerce on June 09, 2022 in Los Angeles, California. (Photo by Anna Moneymaker/Getty Images)Google CEO Sundar Pichai received a hefty pay raise last year, making him one of the highest-paid CEOs in America. SEC filings showed Pichai was paid a total of $226 million last year, mostly through $218 million in stock awards. Twilio CEO Jeff Lawson said he'd also be taking a pay cut amid a 17% workforce reduction. At an all-hands meeting, employees asked Pichai why executives are getting pay cuts if he's taking responsibility.

☆ Top US CEO pay rose 7.7% last year, outpacing inflation, study finds
▼ + stars: | 2023-05-03 | by ( Ross Kerber | ) www.reuters.com time to read: +3 min

May 3 (Reuters) - Median pay for top U.S. CEOs rose 7.7% last year to a record $22.3 million, a new study found, as big stock awards helped the group stay ahead of inflation while U.S. workers' pay fell behind. Pay among the CEOs rose faster than for U.S. workers in 2022 despite tight labor markets. Total return for the companies whose CEO pay was studied was negative 11%. He added that amid the macroeconomic uncertainty, "There's still a little more of this incentivizing of executives that's leading to the increases in CEO pay." "Our CEO’s compensation is and will continue to be 100% performance based," the spokesperson said.

☆ JPMorgan just got a lot bigger — and Elizabeth Warren is alarmed
▼ + stars: | 2023-05-02 | by ( Matt Egan | ) edition.cnn.com time to read: +4 min

Washington, DC CNN —JPMorgan Chase has once again come to the rescue of the banking system by acquiring a doomed bank. By blessing JPMorgan’s takeover of First Republic Bank, Warren fears federal regulators just made the” Too Big to Fail” problem even worse. My view on this is it’s important to look at the effect on competition and to try to keep a more diversified banking system,” Warren said. For his part, JPMorgan CEO Jamie Dimon is hopeful his bank’s takeover of First Republic eases the stress in the banking system. Clawing back banker payIn the wake of the bank failures, Warren is calling for accountability — both of bank executives and regulators.

☆ GC Agenda: May 2023
▼ + stars: | 2023-05-01 | by ( Practical Law The Journal | ) www.reuters.com time to read: +23 min

Clawback Listing StandardsPublic companies should be aware that proposed NYSE and Nasdaq clawback listing standards may be in place earlier than expected. Organizations may use biometric data in a variety of ways, including when:tracking employee time; restricting access to physical and digital assets; monitoring consumer shopping behavior; and integrating biometric data into consumer products and services. Consider whether the organization’s current policies and procedures meet applicable biometric data handling requirements, including notice, consent, retention, storage, and security obligations. Review applicable laws and obligations when contracting with service providers that handle biometric data and continuously monitor their performance. In February 2023, the NYSE and Nasdaq filed proposed new listing standards, which contemplated that they could become effective as early as April 27, 2023.

☆ A Timeline of How the Banking Crisis Has Unfolded
▼ + stars: | 2023-05-01 | by ( Madeleine Ngo | ) www.nytimes.com time to read: +9 min

March 9Gregory Becker, the chief executive of Silicon Valley Bank, urged venture capital firms to remain calm on a conference call. March 10In the biggest bank failure since the 2008 financial crisis, Silicon Valley Bank collapsed after a run on deposits . Regional bank stocks plunged after the unexpected seizure of Silicon Valley Bank and Signature Bank , with shares of First Republic tumbling 60 percent. The Treasury secretary believed the actions by the private sector would help underscore confidence in the stability of the banking system. April 28The Fed released a report faulting itself for failing to “take forceful enough action” ahead of Silicon Valley Bank’s collapse.

☆ Health Plan Coverage of Abortion and Related Services
▼ + stars: | 2023-05-01 | by ( Practical Law Employee Benefits | Executive Compensation | ) www.reuters.com time to read: +36 min

The Dobbs ruling, which returned the regulation of abortion to the individual states, has led to legislation that restricts abortion, including medication abortion, in many states. In response to the rapidly changing post-Dobbs legal landscape, this article addresses health plan coverage of abortion, medication abortion coverage and litigation, abortion-related travel benefits, and related Practical Law resources concerning these topics. The insurer in a fully insured health plan, health maintenance organization (HMO), or similar arrangement:Assumes the risk of providing health coverage for insured events by paying medical costs for eligible claims incurred under the plan. Self-Funded Health PlansBy contrast, employers with self-funded arrangements may have more discretion in providing coverage for abortion and related services. Changes to plan coverage of medication abortion will likely require plan administrators to:(For more on coverage of medication abortion, see Newly Launched, ReproductiveRights.gov Website Addresses Access to Medication Abortion (Mifepristone) Using Telehealth on Practical Law.)

☆ Future-Proofing the Board of Directors
▼ + stars: | 2023-05-01 | by ( ) www.reuters.com time to read: +29 min

Governance structures and practices should position the board to provide objective judgment and active oversight supported by board leadership, which is separate from and independent of company management. The board should design governance structures and practices that support it in determining board priorities, agendas, and information needs. The board should create governance structures and practices that ensure that directors are competent, committed, and diverse and that board and committee composition align with the company’s changing needs. Developing and supporting a positive and ethical corporate culture (see Corporate and Board Culture below). Corporate and Board CultureA strong board and corporate culture is imperative for a company’s success.

☆ Negotiating Financing Provisions in Mergers
▼ + stars: | 2023-05-01 | by ( ) www.reuters.com time to read: +47 min

(For the complete version of this resource, which includes initial considerations and questions counsel should ask when drafting and negotiating financing provisions in merger agreements, see Drafting and Negotiating Financing Provisions in Mergers on Practical Law.) For a private placement under Rule 144A, the financing parties may offer some flexibility regarding the required financing statements. The term refers collectively to provisions that benefit debt financing parties by limiting their liability in an acquisition financing, including provisions that provide for:No recourse to the financing parties. The target company has no recourse against the financing parties and cannot pursue litigation against the financing parties directly. The financing parties are third-party beneficiaries of the Xerox provisions to permit the financing parties to enforce their rights under the merger agreement.

☆ FDIC prepares to place First Republic under receivership
▼ + stars: | 2023-04-29 | by ( Greg Roumeliotis | ) www.reuters.com time to read: +4 min

April 28 (Reuters) - The U.S. Federal Deposit Insurance Corporation (FDIC) is preparing to place First Republic Bank (FRC.N) under receivership imminently, a person familiar with the matter said on Friday, sending shares of the lender down nearly 50% in extended trading. The FDIC asked banks including JPMorgan Chase & Co (JPM.N) and PNC Financial Services Group (PNC.N) to submit final bids for First Republic Bank by Sunday, Bloomberg News reported on Saturday. If the San Francisco-based lender falls into receivership, it would be the third U.S. bank to collapse since March. Shares of some other regional banks also fell, with PacWest Bancorp (PACW.O) down 2% after the bell while Western Alliance (WAL.N) was down 0.7%. "The rest of the regional bank system feels like it's in a different place than where FRC is," he said.

Depositors had pulled $100 billion from accounts at the bank in the panic triggered by the SVB and Signature failures, imperiling its survival. Both SVB and Signature failed last month. Both SVB and Signature grew quickly in recent years, outpacing the ability of regulators to keep up, especially with shrinking resources. Regulators closed Signature two days after SVB was shuttered. Signature lost 20% of its total deposits in a matter of hours on the day that SVB failed, FDIC Chair Martin Gruenberg has said.

Both SVB and Signature failed last month. Regulators shut SVB on March 10, a day after customers withdrew $42 billion and queued requests for another $100 billion the following morning. Both SVB and Signature grew quickly in recent years, outpacing the ability of regulators to keep up, especially with shrinking resources. Regulators closed Signature two days after SVB was shuttered. Signature lost 20% of its total deposits in a matter of hours on the day that SVB failed, FDIC Chair Martin Gruenberg has said.

In what Fed Vice Chair for Supervision Michael Barr called an "unflinching" review of the U.S. central bank's supervision of SVB, the Fed said its oversight of the Santa Clara, California-based bank proved inadequate and that regulatory standards were too low. At the time of its failure, SVB had 31 unaddressed citations on its safety and soundness, triple what its peers in the banking sector had, the report said. Barr said as a consequence of the failure, the central bank will reexamine how it supervises and regulates liquidity risk, beginning with the risks of uninsured deposits. "Contagion from the failure of SVB threatened the ability of a broader range of banks to provide financial services and access to credit for individuals, families, and businesses," Barr said. The Fed is looking at linking executive compensation to fixing problems at banks designated as deficient on management so as to focus executives' attention on those problems, a senior Fed official said in a briefing.

☆ FDIC prepares to place First Republic under receivership -source
▼ + stars: | 2023-04-28 | by ( Greg Roumeliotis | ) www.reuters.com time to read: +3 min

NEW YORK (Reuters) -The U.S. Federal Deposit Insurance Corporation (FDIC) is preparing to place First Republic Bank under receivership imminently, a person familiar with the matter said on Friday, sending shares of the lender down nearly 50% in extended trading. A person stands in front of a First Republic Bank branch in San Francisco, California, U.S. April 28, 2023. First Republic said earlier this week its deposits had slumped by more than $100 billion in the first quarter. First Republic and FDIC representatives did not immediately respond to requests for comment. Shares of some other regional banks also fell with PacWest Bancorp down 2% after the bell while Western Alliance was down 0.7%.

☆ Goldman shareholder criticizes CEO Solomon's leadership at annual meeting
▼ + stars: | 2023-04-26 | by ( Tatiana Bautzer | ) www.reuters.com time to read: +1 min

DALLAS, April 26 (Reuters) - A Goldman Sachs Group Inc (GS.N) shareholder criticized its Chairman and CEO David Solomon on Wednesday at the bank's annual meeting and proposed its board appoint an independent chairman. The proposal, along with eight others put forward by shareholders, failed after receiving the support of 16% of stock holders who voted. All of Goldman's management proposals, including the appointment of its directors and executive compensation, were approved at its annual shareholder meeting, which was held in person in Dallas. "The Goldman Sachs processes look anything but robust -- to many of us outside observers and shareholders, they look pretty weak," Paul Chesser, a director at the National Legal and Policy Center, said at the bank's annual meeting. Shareholder calls for reports on lobbying, climate transition and pay equity got the support of 30% or more voters, according to preliminary tallies.

☆ First Republic Bank exploring up to $100 bln in asset sales - Bloomberg News
▼ + stars: | 2023-04-25 | by ( ) www.reuters.com time to read: 1 min

April 25 (Reuters) - Troubled lender First Republic Bank (FRC.N) is exploring an asset sale of up to $100 billion, Bloomberg News reported on Tuesday, citing people familiar with the matter. A sales would help reduce the bank's asset-liability mismatch, the report said. FRC did not immediately respond to Reuters request for comment. It also aims to slash expenses by cutting executive compensation, paring back office space and cutting nearly 20% to 25% of employees in the second quarter, the lender had said on Monday. Reporting by Mehnaz Yasmin in BengaluruOur Standards: The Thomson Reuters Trust Principles.

First Republic reported a more than $100 billion plunge in deposits in the quarter in the aftermath of the biggest turmoil to hit the banking sector since 2008. Regional bank PacWest Bancorp (PACW.O) fell 9%, Western Alliance Bancorporation (WAL.N) 6%, Zions Bancorp (ZION.O) 5% and brokerage Charles Schwab Corp (SCHW.N) was down 4%. First Republic said on Monday it was "pursuing strategic options" to quickly strengthen the bank, without providing details. Options include an asset sale of up to $100 billion, a source familiar with the situation said on Tuesday. "So it's tough to even describe it as good asset and bad asset," Chiaverini said.

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