A footnoted experiment and two gold stars!

goldstar1.jpegAs anyone who reads SEC filings regularly knows, today’s a big deadline for companies on a calendar year, which means that filings are backed up like planes at LaGuardia. All of us here at footnoted are finding lots of interesting things and while not all of them are juicy enough to warrant a post, it’s clear there’s a lot more disclosure going on than ever before. So for the next few weeks, when filings are at their heaviest, we’ll be trying a little experiment and selling a subscription-based product with a weekly list of our top actionable finds for the week. Just to be clear, these items will not appear on and will be based on the comprehensive screening. UPDATE: For a $50 donation to, we will send you a list of our top 10 finds from Friday’s filings. If you have any questions, contact us here.

Now on to the gold stars, since because it’s a Friday, we wanted to focus on some of the good things we’ve come across in the recent filings. Take the proxy that Adobe (ADBE) filed earlier this week. While the headlines have focused on former CEO Bruce Chizen’s salary of $8.3 million, some of the other things in the proxy are far more interesting, like the fact that CFO Mark Garrett only had $390 in “all other compensation” — the famous catch-all category for everything from personal use of the corporate jet to tax gross-ups and beyond. That has to be some sort of record for a company in Silicon Valley, unless Google (GOOG), which reported zero in all other compensation for co-founder Sergey Brin in 2006, tops him once they file this year’s proxy. Compare that to ArcSight (ARST), which we footnoted two weeks ago for providing its CEO with a yacht club membership. That company is still trading below the $9 offering price.

That wasn’t the only thing to like about Adobe’s proxy. There was also a new disclosure about how the company doesn’t provide for gross-ups under Section 4999 and another new one about how executives would have to waive any money they would normally receive under various “retention agreements” if they wanted to collect on various severance agreements following a change in control — the so-called double-trigger.

Equally worthy of a gold star was a disclosure in this 10-K filed by Kinder Morgan Partners (KMP). Last year, we footnoted Kinder Morgan Management (KMR) for a somewhat similar disclosure, but this year’s goes even further:

“Our executives are eligible for the same severance policy as our workforce, which caps severance payments to an
amount equal to six months of salary. We have no executive company cars or executive car allowances nor do we offer or pay for financial planning services. Additionally, we do not own any corporate aircraft and we do not pay for executives to fly first class.”

Consider this just two more reasons to be happy it’s Friday!