The Director Compensation Project: Pfizer, Inc. (PFE)

This post is part of an ongoing series that examines the way stock exchange independence rules relate to director compensation. We are for the most part including companies from 2017’s Fortune 500 and using information found in their 2016 proxy statements.

NASDAQ and the NYSE have similar rules with respect to director independence. NYSE Rule 303A.01 requires that each listed company’s board of directors be comprised of a majority of independent directors. A director does not qualify as “independent” if he or she has a “material relationship with the company.” NYSE Rule 303A.02(a).

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Director CompensationElizabeth TrowerLiz Trower
No-Action Letter for McDonald's Corporation Denying Exclusion of Franchise Director Election Proposal

In McDonald's Corporation, 2017 BL 84444 (March 16, 2017), McDonald's Corp. ("McDonald's") asked the staff of the Securities and Exchange Commission (“SEC”) to permit the omission of a shareholder proposal submitted by Marco Consulting Group Trust I ("Shareholder") requesting that McDonald's adopt a plan to issue a new series of preferred stock, entitling franchise owners to elect a franchise director. The SEC issued a no-action letter denying the exclusion of the proposal under Rules 14a-8(i)(7), 14a-8(i)(2), and 14a-8(i)(6). 

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No Action LettersSean CuffSean Cuff
Retail Wholesale & Dep’t Store Union Local 338 Ret. Fund v. Hewlett-Packard Co.: HP Stockholders Fail to State a Claim for Securities Fraud

In Retail Wholesale & Dep’t Store Union Local 338 Ret. Fund v. Hewlett-Packard Co., 845 F.3d 1268 (9th Cir. 2017), the United States Court of Appeals for the Ninth Circuit affirmed the District Court’s dismissal of plaintiffs’ amended class action complaint (the “Complaint”) against Hewlett-Packard Company (“HP”) and Mark Hurd, former CEO and Chairman of HP (“Defendants”). The Ninth Circuit held Retail Wholesale & Department Store Union Local 338 Retirement Fund, individually and on behalf of those similarly situated (“Plaintiffs”), failed to sufficiently allege a material misrepresentation or omission under Fed. R. Civ. P. 9(b) and the Private Securities Litigation Reform Act (“PSLRA”). 

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Shareholder ActionsBryston GallegosBryston Gallegos