Category Archives: Industry news

How is your CACM IQ? (you know, the say-on-pay ratio math thing)

Understanding and calculating your Consistently Applied Compensation Measure may seem a tad premature, seeing how your company does not need to disclose its pay ratio in this FYE of December 31 2016’s annual reports and proxy materials.


For most companies, these disclosures must be included in annual reports and proxy statements beginning FYE for the first fiscal year beginning on or after December 31, 2017.

That means you need to work this math very soon and the CACM should be a consideration as you’re making 2017 compensation decisions.

Per Sullivan & Crowell LLP:

“Companies may find it helpful to conduct dry-runs of the calculation based on past compensation data in order to develop an appropriate methodology, identify and resolve interpretive, practical or disclosure issues, and ensure that systems are in place to capture information necessary to support the chosen methodology. Companies should also be mindful that the pay ratio rule requires disclosure of the methodology used to determine the median employee and any material assumptions, adjustments or estimates used to identify the median employee or to determine total compensation.”

On Wednesday, the SEC’s Division of Corporation Finance posted five new CDIs (FAQs) to help US public companies further work their the pay ratio disclosure CACMs.

  • 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?
  • Question: May a registrant exclusively use hourly or annual rates of pay as its CACM?
  • Question: When a registrant uses a CACM to identify the median employee, what time period may it use? Must the period include the date on which the employee population is determined? Must it always be for an annual period? May it use the prior fiscal year?
  • Question: When someone is furloughed on the date that the registrant uses to determine the population of its employees from which it is required to identify the median, must the registrant include the furloughed person in the employee population used to identify the median employee, and, if included in the population, how should the furloughed employee’s compensation be calculated?
  • Question: Under what circumstances is a worker employed and his or her compensation determined by an unaffiliated third party such that the worker is considered an independent contractor or leased worker under the rule? When is a registrant considered to be determining the compensation of a worker?

You can read their answers here. Also, ask your securities law firm for their interpretation.

What Vintage will be doing – throughout 2017 – is working with clients and partners to create best practices in regard to communicating CACM visually in your annual report and proxy materials. Our president, Liam Power, recently commented on this.

Beside’s Liam, Cooley’s executive comp blog is a good read, too.

The SEC is closed for Columbus Day: Monday, October 10

In honor of Columbus Day, the SEC is closed on Monday, October 10, 2016. No files can be received.

colunbusFiles submitted after 5:30 pm ET, Friday, October 7, 2016 will receive a filing date of Tuesday, October 11, 2016 and will be posted to the public on Tuesday, October 11, 2016 at 6:00 am ET.

As with other holiday closings, the following file types will receive a Friday, October 9, 2015 filing date if filed by 10:00 pm ET on Friday, October 9, 2016:

  • Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)
  • Filings pursuant to Rule 462(b)

For any filing with a due date of Monday, October 10, 2016, the SEC will move the due date to the next business day, Tuesday, October 11, 2016.

Please contact your Vintage representative if you foresee any deadline conflicts. We’re always here to help!

SEC new (proposed) amendment requiring hyperlinks to filing exhibits is technically moot

The SEC has proposed amendments that will require registrants to hyperlink exhibits from within their filings.

The proposed amendments would affect all registrants that file registration statements and reports that are required to include exhibits under Item 601 of Regulation S-K, specifically Forms S-1, S-3, S-4, S-8, S-11, SF-1, SF-3, F-1, F-3, and F-4 under the Securities Act and Forms 10, 10-K, 10-Q, 8-K, and 10-D under the Exchange Act. In addition, the proposed amendments would affect Forms F-10 and 20-F.

From the SEC:

“Under the proposed amendments, a registrant would be required to include an active hyperlink to each exhibit identified in the exhibit index of the filing. If the filing is a periodic or current report under the Exchange Act, a registrant would be required to include an active hyperlink to each exhibit listed in the exhibit index when the report is filed. If the filing is a registration statement, the registrant would only be required to include an active hyperlink to each exhibit in the version of the registration statement that becomes effective. We preliminary believe that this would ensure that the most complete exhibit index is hyperlinked and located in one primary document.”

What this proposed ruling does modify is that, today, linking is optional. (Of course, it is best practice and transparent.) The new ruling will make it a SEC requirement.

From a technology aspect, this new ruling affects a very small percentage of issuers – those that are only filing is ASCII. As you see in the SEC’s chart below, most all filings are in HTML.

Certainly, as one of the USA’s top three “EDGARizing” agent, we know that most every filing currently can contain links to exhibits – however, today, virtually no submission has all exhibits hyperlinked now, and the vast majority don’t currently have any hyper linking of exhibits. There is work to do.


One important clarification: XBRL exhibits will be exempt also from the hyperlinking requirement as the file is “machine-readable” code. The HTML of the filing will contain links.

Prominence is the key concept with the SEC’s new guidance for earnings releases

This earnings season will be the first since the SEC’s May 17th revised C&DIs (Compliance and Disclosure Interpretations) guidance regarding the presentation of GAAP and non-GAAP measures in earnings releases.

SEC Chair White recently spoke of having noteworthy concerns about issuers who present non-GAAP measures “too far and beyond what is intended and allowed by the SEC’s rules” and “troublesome practices which can make non-GAAP disclosures misleading.” Lets tag them as the bad non-GAAPles.

gaaplesThe SEC is aware that just a few bad non-GAAPles have ruined the whole batch

To address this, the SEC has issued new and updated CD&Is regarding non-GAAP measures. The new and revised C&DIs do not represent a formal rule change. However, they are a warning signal to issuers and absolutely demonstrate the SEC’s concerns regarding inappropriate adjustments presented by companies on their non-GAAP financial measures. The SEC is watching earnings releases closely.

Much of the new guidance is strategic if not “philosophical” around the actual measures that an issuer uses to calculation their earnings and guidance. That’s for the Audit Committee to work on. Tactically, the SEC called-out some non-GAAP disclosure presentation practices that are common in earnings releases. The bottomline is that issuers cannot disclosure their results in manner that places undue prominence on the non-GAAP numbers.

“Prominence” is the key concept here. Earnings release practices that the SEC has specified as non-acceptable include:

  • Presenting a non-GAAP measure before its most directly comparable GAAP measure – including within an earnings release headline or caption
  • Presenting a non-GAAP measure using a style of presentation (e.g., bold, larger font) that emphasizes the non-GAAP measure over the comparable GAAP measure
  • Omitting comparable GAAP measures from an earnings release headline or caption that includes non-GAAP measures
  • Presenting a full income statement of non-GAAP measures or presenting a full non-GAAP income statement when reconciling non-GAAP measures to the most directly comparable GAAP measures
  • Providing discussion and analysis of a non-GAAP measure without a similar discussion and analysis of the comparable GAAP measure in a location with equal or greater prominence.

To mitigate risk of non-compliance, issuers that plan to present non-GAAP financial measures in their earnings releases may need to modify their disclosure practices. Chair White strongly urged issuers to consider the updated guidance and “revisit their approach to non-GAAP disclosures.”

Although the SEC is uber-focused on earnings releases with this new guidance, the SEC also urges issuers to uphold these new guidelines in their non-earnings (EDGAR filed) shareholder communications such as in presentations to investors and analysts, annual reports and IR websites. Issuers should communicate with shareholders in a consistent manner – the stock narrative told outside of the SEC filings should be the same as the narrative found within in the issuer’s SEC filings.

By now, hopefully IROs have had in-depth conversations with their corporate securities lawyers. NIRI members should listen to the educational webinar.

The SEC is closed for the Independence Day Holiday: Monday, July 4th

In honor of Independence Day, the SEC is closed on Monday, July 4, 2016. No files can be received. Plan accordingly with your Vintage Account Team.



Files submitted after 5:30 pm ET, Friday, July 1, 2016 will receive a filing date of Tuesday, July 5, 2016 and will be posted to the public on Tuesday, July 5, 2016 at 6:00 AM ET.

As with other holiday closings, the following file types will receive a Friday, July 1, 2016 filing date if filed by 10:00 pm ET on Friday:

  • Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)
  • Filings pursuant to Rule 462(b)

For any filing with a due date of Monday, July 4, 2016, the SEC will move the due date to the next business day, Tuesday, July 5, 2016.

Please contact your Vintage representative if you foresee any deadline conflicts. We’re always here to help!


Have a great holiday.

PR Newswire & Vintage have been acquired by Cision


It’s an exciting day at PR Newswire & Vintage. As you may have already read in the press release that went out earlier, PR Newswire & Vintage are now in the Cision family of companies.

That is great news for all of us!

The fact that Cision is committed to building the most comprehensive Public Relations, Investor Relations and Marketing Communications platform is a win for PR Newswire & Vintage clients and employees. We are thrilled about the future potential for our business working with public companies, emerging growth companies and the capital markets advisors/law firms that support them.

Please read our new CEO, Peter Granat’s thoughts on the announcement here: Cision Completes Acquisition of PR Newswire.

For more information, please read the FAQs here: PR Newswire + Cision FAQs

If you are a PR Newswire, Vintage or Cision client and have questions about this transaction, please reach out to your account manager. If you are a member of the media, please email our PR Newswire communications team at or the Cision communications team at

New Report Compares How Wall Street vs. Main Street Investors Research Stock Opportunities

“Shareholder Confidence 365 Study” guides public companies on the tactical and practical aspects of communicating with shareholders

NEW YORK, June 6, 2016 /PRNewswire/ — Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, today announced the publication of the exclusive new report – Shareholder Confidence 365 Study: “How are Investors Consuming your Investor Relations Content?”  The report was formally introducedat the 2016 National Investor Relations Institute’s (NIRI) Annual Conference in San Diego.



The report is comprised of data accumulated from over 6,870 responses from a pool of 16,000 buy-side analysts & portfolio managers and from over 15,000 long-term holding retail investors.

Initially launched in 2012, the Shareholder Confidence 365 Study is an ongoing study targeted at two key constituents with whom public companies communicate: institutional investors and individual investors. It was the first study of its kind: directly asking investors how they consume investor relations content. In 2014, a follow-up study was published.

For the 2016 iteration, the results are segmented and compared between institutional investors and individual investors.

“The goal of this report is simple and, in the vocabulary of the industry, very transparent,” said Bradley H. Smith, Director of Marketing, Director of Marketing, Investor Relations and Regulatory Compliance Services at PR Newswire & Vintage. “By tracking and comparing the content consumption of both institutional investors and individual investors, an Investor Relations department can make better informed decisions on how to allocate their budget. This assures they are satisfying their stakeholders’ needs while getting an intelligent value for the services they buy – especially from our quiver of shareholder communications and SEC regulatory solutions.”

Media and financial journalists can request a PDF version:

Please visit Vintage today for more information:

About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services.

Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites.

About PR Newswire

PR Newswire ( is the premier global provider of multimedia platforms that enable marketers, corporate communicators, sustainability officers, public affairs and investor relations officers to leverage content to engage with all their key audiences. Having pioneered the commercial news distribution industry 60 years ago, PR Newswire today provides end-to-end solutions to produce, optimize and target content — from rich media to online video to multimedia — and then distribute content and measure results across traditional, digital, mobile and social channels. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire enables the world’s enterprises to engage opportunity everywhere it exists. PR Newswire serves tens of thousands of clients from offices in the Americas, Europe, Middle East, Africa and the Asia-Pacific region.

Media Contact:
Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage
+1 201.942.7157

The 2016 NIRI Annual Conference 1-2-3 with PR Newswire & Vintage


Here’s the quick 1-2-3 on what you’ll see, learn and win from PR Newswire & Vintage at the NIRI Conference next week. 

V-niri-1New study on how investors consume IR content:

We asked 29 questions to 16,000 buy-side portfolio managers and 15,000 retail investors – compiling over 6,800 individual responses about how they interact with IR. You can compare and contrast the two groups and use the insights to assess your shareholder communications.

Click here to have a report mailed to you.


Benchmark your IR services / win an Amazon Echo at the Tuesday Night NIRI Raffle (show attendees only):

Clients are expressing their heightened confusion regarding their IR services i.e. consolidation, exchange-funded subsidies, old web technologies, legacy contracts, etc. Our 2016 Services Audit will allow us to benchmark your current spend – and automatically enter you into the Amazon Echo raffle (show attendees only).

Click here for your audit – we do not need to know any financial information.

v-niri-3100% fun! Back by popular demand, look for your I LOVE IR button in your show bag!

Look for this card in your conference tote bag!


Wear your individually numbered button on your lanyard or bag and come to our booth (605). If your number matches our Winners List, we’ll hand you an I LOVE IR hoodie immediately!

No matter what, everyone wins a NIRI souvenir I LOVE IR mug! 


The SEC is closed for Memorial Day: Monday, May 30

memdayIn honor of Memorial Day, the SEC is closed on Monday, May 30, 2016. No files can be received.

Files submitted after 5:30 pm ET, Friday, May 27, 2016 will receive a filing date of Tuesday, May 31, 2016 and will be posted to the public on May 31, 2016.

As with other holiday closings, the following file types will receive a Friday, May 27, 2016 filing date if filed by 10:00 pm ET on Friday:

  • Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)
  • Filings pursuant to Rule 462(b)

For any filing with a due date of Monday, May 30, 2016, the SEC will move the due date of Tuesday, Tuesday, May 31.

Please contact your Vintage representative if you foresee any deadline conflicts. We’re always here to help!



How serious is the SEC about disclosure reform?


As you will “dramatically” see (and hear) in this video, the SEC is VERY serious about modernizing corporate disclosure. 341 pages worth of serious to be exact.

That’s why Vintage printed up complementary hardcopy versions of the Concept Release for investor relations and corporate compliance departments to study. Trying to read  the SEC’s PDF online is awful.


PS: If you’re not following this topic yet, you can read a re-cap here.