Television networks and station owners, of course, are full of references to the big game, either because they scored big with advertising sales in years when they carried it, or because they’re missing revenues from previous years in which they did. And for other reasons: As of last November, CBS (CBSA) was still disclosing the impact of Janet Jackson’s 2004 halftime-show wardrobe malfunction (an initial $550,000 forfeiture levied against the company by the Federal Communications Commission was vacated by the Third Circuit Court of Appeals, and the FCC has sought Supreme Court review).

Advertisers, too, care a lot as well, and it isn’t all about image. In an earnings release it filed with an 8-K on Tuesday, Chrysler cited last year’s game when mentioning an eight-fold increase in January sales of its Chrysler 200 vehicle, “nearly a year after appearing in the Imported from Detroit Super Bowl commercial.”

But executives also get in on the game, quite literally, when the companies they run buy them tickets to the big event. Most are pretty circumspect when talking about giving executives free tickets to big events — we see far more references to perks of generic “sporting event” tickets or “sports tickets.” Apollo Group (APOL), the big for-profit education company, has no such qualms, as we footnoted early last month.

The company has the naming rights agreement for the Arizona Cardinals’ stadium, giving them some benefits that are paying off now, according to the company’s December 28 proxy. That includes “fully-paid expenses (transportation, food and lodging) to the Super Bowl and NFL Pro Bowl each year for up to 4 guests per trip, a specified number of tickets to each Super Bowl held at the stadium and the right to buy a fixed number of additional tickets to each Super Bowl held at the stadium and up to a specified number of seats to Super Bowls held at other locations.”

As we said, most disclosures about sports-ticket perks are vaguer. Penske Automotive Group, Inc. (PAG) filed a proxy in March, 2011 showing that it provided “personal use of sporting event tickets” to at least a couple of its named executive officers. So did Universal Health Services, Inc. (UHS), which disclosed in its April, 2011 proxy that:

“From time to time, we make tickets to cultural and sporting events available to our employees, including our named executive officers, for business purposes. If not utilized for business purposes, the tickets are made available to our employees, including our named executive officers, for personal use.”

Other references in the filings are more oblique, but can still be illuminating. Groupon (GRPN) even got into the act in some of its many amended registration statements (S-1/A filings) last fall as it prepared for its IPO. In it, the electronic coupon company quotes an August 25 email to employees from its chief executive, in which he defends a dubious (and controversial) performance measurement, and in passing makes reference to the “reason we didn’t realize everyone in the world would hate our Superbowl ad…” (Last year, of course, Groupon tried to pull a Monster.com with a cheeky Superbowl ad debut, and instead ran three ads that fizzled, one of which was widely seen as mocking Tibetans for being poor and dominated by China.)

Some filings give an insight into ordinary working conditions at some companies: A collective bargaining contract included as an exhibit to the 10-Q that Republic Airways (RJET) filed on November 9 elevates the sporting event to the status of Christmas for some personnel purposes, noting that “During a period (e.g., Christmas Holidays, Superbowl weekend) when all Flight Attendants are required to present a doctor’s note for sick calls, prior notice will be given” before the restriction is put in place.

And of course, a few companies are just bragging: For some time now, truck-maker Oshkosh (OSK) has been saying in the Business section of its 10-K filings that the the company’s television-news trucks “have been used to broadcast the NFL Superbowl, the FIFA World Cup and the Olympics.”

Similarly, a couple of companies are boasting about directors’ roles on this year’s Super Bowl host committee. Nike (NKE) noted in its July 26 proxy that director John C. Lechleiter, who’s on the board because of “his operational executive experience and his knowledge of science, marketing, management, and international business,” was on the 2012 Indianapolis Super Bowl Host Committee, and tiny Pantry Inc. (PTRY) notes the same for director Mark D. Miles, who is deeply involved in a number of Indiana organizations and is the host committee’s chairman.

We’re not sure if these mentions tie into the SEC’s relatively recent requirement that companies lay out their board members’ business qualifications — a host committee has a lot to do in a short time, after all — or if it’s more just a way of recognizing an honor.

So as you settle back with your cold beer and 32-layer dip to watch the game (or maybe to read a good book in the next room instead), give a thought to the poor securities lawyers who are going to have to work developments off the field into company filings over the next 12 months.

Image source: American Football image via Shutterstock.com

So when news broke last night that Apple co-founder and CEO Steve Jobs had died, we decided to scrap the post we had been planning to write for today and dig through old SEC filings for mentions of Jobs and the role that he played at both Apple, and at other companies that he touched.

We started with Apple’s preliminary private offering, which, while not available via Edgar, was located (via our friend, Zack Miller) from the Computer History Museum. One of the things that surprised us — given how much Jobs is associated with the company — is that his name was only mentioned once in the 50-plus page document. We particularly liked some of the risk factors in that filing:

Operating History: Apple Computer Inc. is a new company which has not established a long history of operation upon which to base opinions of accuracy of forecasts, financial projections or operations efficiency.

Manufacturing: Apple has experienced extreme difficulty in obtaining its custom injection molded cases. There is no assurance that this problem will be solved through establishing additional sources of supply.

Cash Flow vs Rapid Growth: Apple management expects that rapid growth and potential market fluctuations may present severe cash flow management difficulties.

Management: Apple Computers’ Management team is young and relatively in-experienced in the high volume consumer electronics business.

Over the years, Jobs’ name was featured a lot more prominently in Apple’s filings, including this one which announced his return to Apple as a special advisor in July 1997 and this one from Sept. 1997 which announced his appointment as interim CEO. One filing we couldn’t find was the one where Jobs went from being interim CEO to CEO. Apple, which is known for playing things close to the vest, only filed two 8-Ks in all of 1998.

But what we really found interesting was the way other companies talked about Apple in their filings. There was this prospectus from the Gamco Growth Fund in 1999 that mentioned Jobs and two other prominent (but in our mind considerably less visionary) CEOs in the same breath:

Finally, Apple is back. With the return of Steve Jobs, Apple launched the iMAC personal computer and it quickly became the best selling PC in the market. It is difficult for an analyst to quantify the value of a Lou Gerstner, Michael Armstrong or Steve Jobs, but they are clearly valuable assets and special people.

Not everyone is a Jobs fan, of course. Back in 1996, Jerome Dodson, president of Parnassus Investments, complained in a filing for its Parnassus Fund that “the biggest problem” at Apple has been its management, “which for the course of its history has ranged from the mediocre (John Sculley and Mike Markkula) to the dreadful (Steven Jobs and Michael Spindler).” In a later filing, in 1997, Dodson devoted 500 words to explaining “Why I Soured on Apple” after selling the fund’s entire stake at a 50% loss — highlights include its decision to buy Jobs’ company, NeXT Computing, the move that brought him back to Apple — and concluded that “Most likely,  a much smaller Apple will become a niche player.”  According to our friends at InsiderScore.com, its technology-heavy funds still don’t hold any AAPL shares.

Here at footnoted, we like to think differently, just as Steve Jobs encouraged people to do all those years ago with this iconic television ad. In the end, that’s the best tribute we can offer.

Image source: Apple

Never underestimate the power of a scandal.

Two years ago (almost to the day), we footnoted about News Corporation’s (NWS) new agreement with a former Chief Operating Officer. At the time, Michelle wrote that it “sets new standards for saying so little.”

Fast forward two years, and we’re seeing a dramatic difference in the 10-K that News Corp. filed yesterday, as well as the press release attached to an 8-K that the company filed last week. Both SEC filings devoted a fair amount of space to the phone hacking scandal that resulted in members of Britain’s Parliament grilling Rupert Murdoch and his son last month.

The phone hacking scandal has actually been unraveling for more than 5 years now – people have gone to jail and been fired over it – yet News Corporation never included the words “phone hacking” in a regulatory filing until last week. (It did refer to it in other ways in filings last month, but more on that in a minute.)

In the August 10 earnings release, the company included a paragraph in the “Other Items” section which described the mess as follows:

“In July 2011, the Company announced that it would close its publication, News of the World, after allegations of phone hacking and payments to police. As a result of these allegations, the Company is subject to several ongoing investigations by U.K. and U.S. regulators and governmental authorities, including investigations into whether similar conduct may have occurred at the Company’s subsidiaries outside of the U.K. The Company is fully cooperating with these investigations. In addition, the Company has admitted liability in a number of civil cases related to the phone hacking allegations and has settled a number of cases. The Company has taken steps to solve the problems relating to News of the World including the creation and establishment of an independent Management & Standards Committee, which will have oversight of, and take responsibility for, all matters in relation to the News of the World phone hacking case, police payments and all other connected issues at News International Group Limited (“News International”), including as they may relate to other News International publications.”

And in yesterday’s 174-page 10-K, News Corp. includes 18 references to the “phone hacking” debacle, starting on page 1. In addition to reiterating the disclosures from last week’s press release, the filing adds:

“…The [Management & Standards Committee, or "MSC"] appointed an independent Chairman, Lord Grabiner QC, and will report directly to Joel Klein, Executive Vice President and a director of the Company, who in turn will report to Viet Dinh, an independent director and Chairman of the Company’s Nominating and Corporate Governance Committee. Both directors will update the Company’s Board of Directors. The MSC will ensure full cooperation with all relevant investigations and inquiries into News of the World matters and all other related issues across News International and will conduct its own internal investigations where appropriate. The MSC will also be responsible for reviewing existing compliance systems and for proposing and overseeing the implementation of new compliance, ethics and governance procedures at News International. The Company has engaged outside counsel to assist it in responding to U.K. and U.S. governmental inquiries.”

Variations of the disclosure appear seven other times in the filing, including the disclosure that News Corp. “is not able to predict the ultimate outcome or cost associated with these investigations.” It warns investors (a few times) that the investigations could “damage our reputation and might impair our ability to conduct our business,” that it’s “probable” that more claims will be filed, that it can’t predict how big of a financial hit the company may take; furthermore, it adds that “civil, administrative or criminal fines or penalties” may be assessed before it’s all over.

What’s noteworthy is that until last week, News Corp. never specifically disclosed details about the scandal to investors who took the time to read the company’s filings. Starting in July, just before the incident exploded, the company issued a few press releases, such as this one, filed July 7, that referred to it with such phrases as “very serious problems” and “sullied” behavior. But if you, as an investor, didn’t already know what the company was talking about, you certainly wouldn’t understand it – or the gravity of the problem – from News Corp.’s SEC filings.

It will be interesting to watch as Murdoch and his leadership team attempt to resolve this mess over the coming months and, perhaps even years. The good news for investors is that the stock has begun to bounce back from its scandal-ridden lows. More good news comes from the fact that the company seems to have finally realized that it got caught with a hand in the cookie jar, and has decided that the best policy going forward is ‘fessing up to investors, rather than trying to pretend the whole thing never happened.

Image source: Buenos-Aires via flickr

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Risk avoidance is critical in the current market environment. Over on FootnotedPro, we shine a spotlight on potential problems well in advance of the market. For more information or to inquire about a trial subscription, contact Todd Serpico.

So you can imagine our surprise when we searched the filings and found — wait for it — next to nothing on an economic issue that just about everyone seems to be talking about. It was so surprising that we’ve checked multiple times, using different word strings, since we were so convinced there had to be something — a new risk factor, a warning about missing numbers — something. The most interesting recent thing we were able to turn up was a disclosure in this 8-K that SRA International (SRA) filed last month to announce some additional details related to its private equity deal. Snore city! Oddly enough, there was a bit more activity back in May, when Theo footnoted about new debt-ceiling disclosures made by Met Life (MET) and KKR & Co. (KKR).

What makes this so surprising is that there’s usually a very short lag between the time some significant news event happens and the disclosure in SEC filings. Companies don’t usually miss an opportunity to spell out a potential negative scenario, figuring it’s better to err on the side of caution than stick their heads in the sand. Our favorite remains the rush of companies who filed Katrina-related disclosures shortly after the 2005 hurricane that ravaged New Orleans and other parts of the Southern US. But we’ve also seen companies quick to warn on a wide variety of other issues from the recent nuclear crisis in Japan to the massive protests in Egypt earlier this year.

Given how closely the debt ceiling issue is tied to the economy, it seems like a very odd dichotomy. Either companies are waiting for the political posturing to play out before they start tinkering with their filings. Or, they expect the whole thing to be resolved as Professor Bainbridge hints at in this post from yesterday on market-making on the debt ceiling.

Image source: DeBugged blog

One of the first documents filed with the SEC was this 8-K filed by Uranium Energy Corp. (UEC). After mentioning the recent increase in the spot price of uranium, as well as increased demand across all sectors, the filing added:

“Since then, the uranium spot market has seen seesaw movement with the current trend being down as a result of several factors, the latest being the devastating earthquake in Japan and the resulting unforeseen developments at the Fukushima Nuclear Power Plant. As this news and reaction to it changes very quickly, the uranium market is quite volatile and the Company is awaiting to see where prices settle out on a more intermediate basis. Similarly, over the past year, the longer term contract uranium price has risen from $58.00/lb. to $73.00/lb. according to the Ux Consulting Company.”

The next day, EasyLink Services International Corp. (ESIC), a company that sells business messaging and transaction services, mentioned the disaster in the Risk Factors it included in this 10-Q. After stating on p. 23 that – so far – its employees in Tokyo were safe and its office and network were operating, it added:

After explaining how the plants were built and why their locations make them less prone to disasters caused by earthquakes or tsunamis, Exelon then lays out its back-up systems and the various protections in place, so that – if needed – the plant could be shut down and the fuel cooled safely.

Finally, ON Semiconductor Corp. (ONNN) issued this press release (attached to this 8-K) yesterday to disclose that – although no employees have been injured and its six production sites had sustained “only minimal physical damage” - it expected that infrastructure damage would result in “…a temporary shutdown of operations at the company’s Aizu and Gunma facilities until services can be reliably restored.” The company added that if problems continued that prevented the reliable delivery of water, electricity, and other necessary services, there could be “temporary production disruptions” at other locations, too.  It expressed hope that the infrastructure services would improve by the end of the first quarter and stated that, in the meantime, the company would explore whether it could shift some of its production to other facilities.

ON Semiconductor’s filing also disclosed that the company “…could potentially see a negative impact to revenues in the first quarter of 2011″ because of the disruption of infrastructure services and the added difficulties of making deliveries within Japan following the disasters. It added:

“The potential negative impact to revenues in the first quarter could be in the range of two to four percent of revenues based on the mid-point of total combined revenue guidance for ON Semiconductor and SANYO Semiconductor of $852.5 million provided on Feb. 3, 2011. We cannot currently predict the impact of the earthquake and tsunami on other guidance provided in our Feb. 3, 2011 earnings release at this time.”

Image source: exquisitur via flickr

As we’ve footnoted before, anytime there’s a large event — whether it’s political unrest in Egypt or the Deepwater Horizon disaster last year, it’s a sure bet that sooner or later, it will wind up in the filings. In the case of the situation with Japan, which happened on March 11, it’s clearly sooner. On Friday, AU Optronics (AUO) was the first company to mention the earthquake in Japan (they were so early, there was no tsunami yet) filing this 6-K last Friday. Then on Monday, Sony (SNE), Hitachi (HIT) and Texas Instruments (TXN) began to trickle in with their filings. Toyota waited until Tuesday to file this 6-K which expressed the company’s “most sincere sympathy” and that car production would stop for three days. In its third quarter earnings release this morning, FedEx (FDX) said that “the near-term impact of the earthquake and tsunami in Japan on operational costs, shipping patterns and the global economy is currently uncertain.”

But some of the companies mentioning the problems in Japan have been a bit unusual. Yesterday, Herman Miller (MLHR) filed this 8-K with its third-quarter earnings and wrapped the disaster along with several other world events as potential threats to economic stability: “However, the devastating earthquake in Japan, political unrest around the globe, and rapidly rising commodity costs make clear the many risks still facing the broader economy”. And Corning (GLW) first mentioned the situation in this proxy.

As of this morning, there have been 48 filings that have mentioned the situation in Japan in one way or the other. Given the turn of events, we expect to see many more. If you’d like to help with a contribution, here’s a link that Google (GOOG) has set up to various established non-profits that are providing assistance.

Image source: Japanese-Flag.org

“In early 2011 political changes swept through Egypt, with many issues remaining unresolved. Apache’s Egyptian operations are located in remote areas of the country, and these events did not disrupt the company’s oil and gas production. Apache believes that Egypt will continue to foster an environment that values foreign investment and the development of its ample resource base, and wishes the best for the people of Egypt during this time of transition.”

Apache is hardly the only company to mention the situation in Egypt in its filings. Tidewater (TDW) Chairman and CEO Dean Taylor mentioned the situation during the beginning of his comments during the earnings conference call last week, saying

“Speaking of safety, we are continuing to monitor the situation in Egypt with specific emphasis on the well-being of our fleet- and shore-based personnel in the region. We’re taking what we believe to be the necessary precautions to safeguard our people and equipment in the area. We currently have less than 10 vessels in Egypt, some of which are stacked, and, thus far, their operations continue under their charter arrangements.”

Atwood Oceanics (ATW) was the first company we found that mentioned events in Egypt. On Feb. 1, the drilling contractor issued this press release. But whatever concerns there were don’t seem to have had any impact on Atwood’s price: the stock is up nearly 20% since the events began on Jan. 25.

Image source: Egyptartsite.com

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Do you know what’s hiding in the filings? With President’s Day on Monday, we’re expecting a bumper crop of juicy disclosures later today. We’ll be saving our most actionable material for subscribers to FootnotedPro.

Since September 9, when one of Pacific Gas and Electric Company’s (PG&E) natural gas transmission pipes ruptured and resulted in the San Bruno fire, the company filed four SEC filings that mention the explosion. PG&E – which has about 20,000 employees and delivers electricity and natural gas to about 15 million people in northern and central California – is a subsidiary of PG&E Corporation (PCG).

The fire hadn’t even been extinguished before PG&E issued a press release and an emotional public statement promising that if it were “ultimately determined” to be responsible for whatever caused the explosion, it would be accountable for the damages. As might be expected, though, its first 8-K stuck to the facts. Among those was the statement, “Although the exact cause of the explosion has not been determined, a 30-inch steel gas transmission pipeline owned and operated by the Utility in this area was ruptured.” It disclosed that the company had liability for damage caused by fire up to about $992 million over the company’s deductible of $10 million. And – although the company gave no reason for investors to believe that there will be a problem with insurance coverage – it added:

“Depending on the final outcome of the investigation, and if insurance recoveries are unavailable or insufficient to cover the losses, PG&E Corporation’s and the Utility’s financial condition or results of operations could be materially adversely affected.”

In an 8-K filed three days later, the company announced that PG&E’s board and parent corporation had approved the establishment of a relief fund of up to $100 million to assist San Bruno and its residents. Besides paying for expenses and property damage if there isn’t insurance or its proceeds aren’t yet available, the fund will help rebuild community parks, schools, and trees and pay for costs incurred by emergency responders and others who provided government services. The filing also noted that personal injury and wrongful death claims will be paid separately.  Then it cautioned shareholders:

“…it is expected that the estimated costs associated with the San Bruno event, including costs associated with the relief fund, will negatively affect PG&E Corporation’s consolidated income available for common shareholders for the three and nine months ending September 30, 2010 and for the year ending December 31, 2010….”

On September 24, PG&E filed this 8-K to disclose that the California Public Utilities Commission (“CPUC”) had opened an investigation into the cause of the explosion and the safety of the company’s natural gas transmission pipelines – an understandable concern, given the area’s volatile seismic activity. PG&E also reported that CPUC had ordered it “…to conduct an accelerated gas leak survey of all natural gas transmission lines and take certain other actions,” adding that it had started working on the tasks “immediately after receiving the CPUC Executive Director’s letter.”

And on September 28, it presented a slideshow to investors at the Bank of America Merrill Lynch Power & Gas Leaders Conference. In the presentation, PG&E notes that it surveys its 6,400 miles of transmission lines each year to detect leaks, and that it also conducts “regular integrity assessments.” The company disclosed on slide 6 that it had surveyed the San Bruno segment for integrity in November, 2009, and it inspected it for leaks in March, 2010.

Just based on the filings, one might conclude that PG&E is fulfilling its regulatory obligations and handling its public relations affairs as well as a company can in the wake of a disaster like this. However, there are articles such as this one from the L. A. Times, and this one from the San Francisco Chronicle, which reveal issues not mentioned in the SEC filings that could be problematic for PG&E. Granted, the investigation is still underway and the cause of the explosion has yet to be determined. But shareholders need accurate information in order to make sound investment decisions. And to that end, the company would be better off in the long run to give investors more information, rather than less.

Image source: Smi23le via flickr

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Last week the Associated Press published an article reporting that after Italian auto workers were told they couldn’t watch a match on company time, they went on strike a half hour before the game started. It also reported that business in Brazil “basically shuts down when its team plays,” and that Germany lost an estimated $8 billion in national productivity because citizens were glued to the games.

But surely other companies made money, right? Here are a few of the recent examples we found.

In an Earnings Release Conference Call on June 23, Nike’s (NKE) President and CEO, Mark Parker, stated in the transcript of the call:

“When you watch a World Cup match, whether you’re inside the stadium or in front of your TV, you can’t help but notice the bright orange and purple signature of our boots on the pitch. We developed four distinct silos of performance footwear, our lightest ever, and made them all the same vibrant color scheme — unheard of, until now. And that iconic product is just the very tip of the complete offense for World Cup we call Write the Future.”

PriceSmart, Inc. (PSMT), an “international membership shopping warehouse” with stores in 11 countries, reported in its July 9 quarterly report:

“The Company experienced strong sales in a number of merchandise categories as a result of the World Cup soccer tournament. For example, the Company experienced a 22% increase in sales in the electronics merchandise category in the quarter compared to the same quarter last year. While only one of the Company’s markets was in the tournament (Honduras), the World Cup generates significant interest across all of the countries in which PriceSmart does business and will likely have a continued positive impact on sales in the first part of the fourth fiscal quarter.”

Coca-Cola Hellenic Bottling Co., SA (CCH) recently disclosed that “…the World Cup also enables us to realize significant benefits from the unique marketing opportunities of one of the largest and most prestigious sporting events in the world.” Likewise, Brazilian Distribution Company (Companhia Brasileira De Distribuição) (CBD), which operates supermarkets, convenience, and department stores, reported that its sales spike in World Cup years.

Other companies used the World Cup as an anchor for marketing campaigns. Examples include Constellation Brands, Inc. (STZ), which reported in an exhibit to an 8-K that it built a sales promotion around the World Cup, as did Telecom Argentina SA (TEO), which ran a marketing campaign “offering prizes such as Ecosport trucks or trips to the World Cup.”

Banking giant Banco Bradesco (BBD) touted its special-edition “FIFA 2010 World Cup Visa Credit Card” as one of the choices that enabled it to offer its clients “the most complete line of credit cards and related services.”

And Mexico’s Grupo Televisa, S.A.B., (TV) disclosed that its subscriber base increased, as did the costs required to air “…exclusive transmission of 24 matches of the 2010 Soccer World Cup.”

Of course, regardless of how well a company fared, it’s inevitable that many companies will soon start trying to figure out how to profit from the 2014 tournament. And luckily for them (as opposed to the teams that compete), there can be lots of winners – not just one.

Image source: SouthAfricaLogue.com via Flickr

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See more of what’s in the filings: Check out FootnotedPro, where we highlight unusual opportunities and potential problems well in advance of the market. For more information or to inquire about a trial subscription, email us at pro@footnoted.com.

The House passed its own Wall Street reform bill in December, of course, and now the two chambers must reconcile the language — inevitably a horse-trade in which some measures are stripped out, others modified and, on occasion, wholly new provisions inserted. But it’s safe to say that many of the Senate’s provisions, and quite possibly most of them, will make it into law in some form, in one form or another. (Of course, the House could also simply pass the Senate bill, sending it to President Obama’s desk.)

So without further ado, culled from the bill itself as well as supporting material posted on the Senate Banking Committee website, here are some provisions likely to make waves for companies, investors, securities lawyers and the rest of us who rummage around in corporate filings:

Say on pay: Perhaps most prominently, the bill would give investors an up-or-down vote on a broader range of executive pay than they currently have, albeit a non-binding vote. Companies have resisted similar, company-specific proposals made during the existing proxy process, but we hear that some directors are cheering it on — quietly, to avoid alienating management. After all, if investors have given the thumbs-up to a pay package, it gets harder to accuse the board of feathering management’s nest.

Proxy access: Another provision could make proxy battles more routine than dramatic novelty. It would give the SEC authority to let investors nominate directors using the proxy that companies distribute, instead of forcing them to launch an expensive proxy campaign with separate mailings if they want their own candidates elected. Investor advocates call it a powerful tool to make boards more accountable to shareholders (and therefore companies as well). Managers fret about environmental or union activists winning board seats and causing a ruckus. Much may depend on how the SEC implements any new requirement, but given that a similar provision is in the House bill, expect something along these lines to wind up in the final law.

Majority voting: The bill would also require directors in uncontested elections to receive a majority of votes cast to retain their seats. At least one recent version of the bill would require defeated directors to tender their resignation — and the board to accept it, unless it votes unanimously to keep the director on and makes its explanation public. Last year, the Council of Institutional Investors says, 45 companies kept 95 directors on their boards even after they failed to win a majority of votes.

Pay & governance grab-bag: Other provisions would require compensation committees to be made up of independent directors, with the authority to hire a consultant separate from management’s. Companies restating their financials would be required to claw back incentive pay from executives that was higher than it should have been because of the errors, a provision similar to one some large companies have already begun adopting. The SEC would also have to review its compensation-disclosure requirements — among other things, requiring a 5-year comparison of executive pay to stock performance, which “may include a graphic representation of the information required to be disclosed.” A new Investment Advisory Committee would give investors a formal voice within the SEC, offering advice on regulatory practices and priorities.

Corner-office qui tam: Health-care companies and defense contractors have had to worry about whistleblower lawsuits for years, thanks to laws that give plaintiffs in successful “qui tam” lawsuits a cut of the recoveries in cases over defrauding the government. Now more companies could face similar risks under a provision that would allow those reporting securities violations to collect as much as 30% of any funds recovered, according to a bill summary posted on the Senate Banking Committee site.

Good for the gander: The banking committee’s bill summary suggests CFOs everywhere may get to experience a little schadenfreude as they prepare the 10-K each year: One provision would require the SEC to suffer through its own annual review of internal supervisory controls, and orders up a study of “SEC management” from the Government Accountability Office.

Image source: scott*eric via Flickr