The purpose of this presentation is to discuss and highlight various compensatory design issues for the upcoming proxy season, including design issues caused by the Tax Cuts and Jobs Act. Topics covered in this presentation include:

• New flexibility afforded to issuers due to the elimination of the performance-based exception to the $1mm deduction limitation under Section 162(m) and possible amendments to annual and long-term incentive plans in order to accomplish the same
• Whether certain awards are subject to "grandfathered" treatment under Section 162(m), and the impact of such treatment with respect to deferred tax assets and the effective corporate tax rate
• Considerations with respect to a possible new minimum supplemental withholding rate
• Impact of the recent Delaware Supreme Court case on director compensation design and shareholder approval of the same
• Possible changes to severance plan designs due to the expansion of “who” is a covered employee otherwise subject to the $1mm compensatory deduction limitation
• New flexibility afforded to issuers due to the elimination of the performance-based exception to the $1mm deduction limitation under Section 162(m) and possible amendments to annual and long-term incentive plans in order to accomplish the same
• A few ideas for issuers to maintain the deductibility of its compensatory awards

Anthony J. Eppert will be presenting the above topics and leading the webinar.