Yet there on page 35 of the proxy filed by consumer products conglomerate Fortune Brands Inc (FO) is a table laying out the Form W 2 Box 1 income for its top five officers. "We are providing this supplemental table," the proxy notes, "to highlight the difference between compensation reported under the SEC rules and compensation amounts realized and reports as taxable income on Forms W 2.". Just how big are those differences? 
Share:  Yet there on page 35 of the proxy filed by consumer products conglomerate <span class="company">Fortune Brands</span> Inc (FO) is a table laying out the Form W 2 Box 1 income for its top five officers. "We are providing this supplemental table," the proxy notes, "to highlight the difference between compensation reported under the SEC rules and compensation amounts realized and reports as taxable income on Forms W 2.". Just how big are those differences? Tweet this 

Last August, Boeing (BA). announced a management reshuffling that included the departure of Scott Carson, who had been running the company's Commercial Airplanes unit. The release, which was dated Aug. 31 — when few people were likely paying attention, given how sleepy things are at the end of August — noted that the changes would be effective the very next day. As the release noted, Carson planned to continue working through the end of 2009 to "ensure a smooth transition". 
Share:  Last August, Boeing (<span class="company">BA</span>). announced a management reshuffling that included the departure of Scott Carson, who had been running the company's Commercial Airplanes unit. The release, which was dated Aug. 31 — when few people were likely paying attention, given how sleepy things are at the end of August — noted that the changes would be effective the very next day. As the release noted, Carson planned to continue working through the end of 2009 to "ensure a smooth transition". Tweet this 

The Change in Control terms for executives at Leucadia National Corp (LUK) were already generous, but for Vice President Justin R. Wheeler, they just got a lot better. Late last Friday afternoon, Leucadia filed this 8 K and an attached letter agreement to set out Wheeler's new deal with the company. According to the document, the new terms were "…intended to induce you to remain in the employ of Leucadia National Corporation.". 
Share:  The Change in Control terms for executives at Leucadia National Corp (<span class="company">LUK</span>) were already generous, but for Vice President Justin R. Wheeler, they just got a lot better. Late last Friday afternoon, Leucadia filed this 8 K and an attached letter agreement to set out Wheeler's new deal with the company. According to the document, the new terms were "…intended to induce you to remain in the employ of Leucadia National Corporation.". Tweet this 

Occasionally, though, the scrutiny pays off, as it did when we reviewed the 10 K that Hess Corp. (HES) filed recently on the Friday before the big deadline. Weighing in at a relatively modest 163 pages (compared to other companies' 10 Ks, that is), we hummed along until we came to Exhibit 10(20) , an employment offer letter from the company to Timothy Goodell. Oddly enough, the letter is dated , 2008, but for some reason it wasn't filed with the SEC until now. 
Share:  Occasionally, though, the scrutiny pays off, as it did when we reviewed the 10 K that Hess Corp. (<span class="company">HES</span>) filed recently on the Friday before the big deadline. Weighing in at a relatively modest 163 pages (compared to other companies' 10 Ks, that is), we hummed along until we came to Exhibit 10(20) , an employment offer letter from the company to Timothy Goodell. Oddly enough, the letter is dated , 2008, but for some reason it wasn't filed with the SEC until now. Tweet this 

We've certainly picked on cruise line Carnival Corp (CCL) and its Chairman and CEO, Micky Arison over the years for some unusual perks like Miami Heat tickets and corporate jet usage (see here and here among others). But as we were reading the company's recent proxy , we actually came across a footnote that seemed worth spotlighting as a gold star: Pursuant to Mr. Arison's request Carnival Corporation donated the entire amount of Mr. Arison's Non Equity Incentive Plan Compensation to the following relief organizations: UNICEF, the University of Miami's Project Medishare, American Red Cross, and Save the Children to aid in the relief efforts in Haiti following the devastating earthquake in . What's surprising here is that this is the type of thing a company — particularly one as media savvy as Carnival, which counts over 13,000 followers on Twitter — would tout in a press release as opposed to burying in a footnote to a proxy statement. 
Share:  We've certainly picked on cruise line Carnival Corp (<span class="company">CCL</span>) and its Chairman and CEO, Micky Arison over the years for some unusual perks like Miami Heat tickets and corporate jet usage (see here and here among others). But as we were reading the company's recent proxy , we actually came across a footnote that seemed worth spotlighting as a gold star: Pursuant to Mr. Arison's request Carnival Corporation donated the entire amount of Mr. Arison's Non Equity Incentive Plan Compensation to the following relief organizations: UNICEF, the University of Miami's Project Medishare, American Red Cross, and Save the Children to aid in the relief efforts in Haiti following the devastating earthquake in . What's surprising here is that this is the type of thing a company — particularly one as media savvy as Carnival, which counts over 13,000 followers on Twitter — would tout in a press release as opposed to burying in a footnote to a proxy statement. Tweet this 

When we looked at the 10 K that Forestar Group Inc (FOR) filed yesterday, we noticed an interesting example that illustrates an important point: Shareholders need transparency and full disclosure in SEC filings. And when that's lacking, they can't know whether the company's executives are running the company with everyone's interests in mind, or just their own. On page 31, in the 2009 section under the heading "Significant aspects of our results of operations follow", we found the following: General and administrative expense includes about $3,200,000 paid to outside advisors regarding an evaluation by our Board of Directors of an unsolicited shareholder proposal and $2,213,000 in non cash impairment charges related to our undivided 15 percent interest in corporate aircraft contributed to us by Temple Inland at spin off. 
Share:  When we looked at the 10 K that Forestar Group Inc (<span class="company">FOR</span>) filed yesterday, we noticed an interesting example that illustrates an important point: Shareholders need transparency and full disclosure in SEC filings. And when that's lacking, they can't know whether the company's executives are running the company with everyone's interests in mind, or just their own. On page 31, in the 2009 section under the heading "Significant aspects of our results of operations follow", we found the following: General and administrative expense includes about $3,200,000 paid to outside advisors regarding an evaluation by our Board of Directors of an unsolicited shareholder proposal and $2,213,000 in non cash impairment charges related to our undivided 15 percent interest in corporate aircraft contributed to us by Temple Inland at spin off. Tweet this 

In addition to the exciting news reported yesterday about Dominos Pizza, Inc.'s (DPZ) impressive profits, the company also released information about deals with two top executives. On th, J. Patrick Doyle will replace David Brandon as President and CEO. And as Doyle's employment agreement shows, (filed yesterday as an exhibit to Dominos' annual report ), the company is investing a lot in its new leader. 
Share:  In addition to the exciting news reported yesterday about Dominos Pizza, Inc.'s (<span class="company">DPZ</span>) impressive profits, the company also released information about deals with two top executives. On th, J. Patrick Doyle will replace David Brandon as President and CEO. And as Doyle's employment agreement shows, (filed yesterday as an exhibit to Dominos' annual report ), the company is investing a lot in its new leader. Tweet this 

But we couldn't help but think about gas prices as we dipped into the 10 K that Exxon Mobil (XOM) filed on Friday. In the filing, which was significantly longer than the 2008 10 K, the company disclosed that total compensation for one of its directors was over $600,000 in 2009. Eight other directors collected more than $300,000 and two received a little less than $250K. 
Share:  But we couldn't help but think about gas prices as we dipped into the 10 K that Exxon Mobil (<span class="company">XOM</span>) filed on Friday. In the filing, which was significantly longer than the 2008 10 K, the company disclosed that total compensation for one of its directors was over $600,000 in 2009. Eight other directors collected more than $300,000 and two received a little less than $250K. Tweet this 

Goldman Sachs' (NYSE: GS ) new 10 K filing put into writing something that investors have already known and been worried about bad publicity is a major risk for the company. As pointed out by footnoted.org's Michelle Leder, Goldman Sachs' latest annual report includes a new risk factor related to issues of negative publicity. In the filing, Goldman warned: "We may be adversely affected by increased governmental and regulatory scrutiny or negative publicity. 
Share:  Goldman Sachs' (NYSE: GS ) new 10 K filing put into writing something that investors have already known and been worried about bad publicity is a major risk for the company. As pointed out by footnoted.org's<span class="sent"> <span class="analyst">Michelle Leder</span>, Goldman Sachs' latest annual report includes a new risk factor related to issues of negative publicity. In the filing, Goldman warned: "We may be adversely affected by increased governmental and regulatory scrutiny or negative publicity.</span>...As pointed out by footnoted.org's<span class="sent"> <span class="analyst">Michelle Leder</span>, <span class="company">Goldman Sachs</span>' latest annual report includes a new risk factor related to issues of negative publicity. In the filing, Goldman warned: "We may be adversely affected by increased governmental and regulatory scrutiny or negative publicity.</span> "Governmental scrutiny from regulators, legislative bodies and law enforcement agencies with respect to matters relating to compensation, our business practices, our past actions and other matters has increased dramatically in the past several years. The financial crisis and the current political and public sentiment regarding financial institutions has resulted in a significant amount of adverse press coverage, as well as adverse statements or charges by regulators or elected officials. Tweet this 

The filing goes on to note that the cost of responding to these issues is both time consuming and expensive and that the "adverse publicity … can also have a negative impact on our reputation and on the morale and performance of our employees, which could adversely affect our businesses and results of operations." Ed Canaday, a Goldman spokesman, said the disclosure "speaks for itself." – Michelle Leder Michelle Leder, who runs the Web site footnoted.org , is keeping an eye on regulatory filings for DealBook. She also looks for corporate perks disclosed during the proxy season for DealBook's Perks Watch . 
Share:  The filing goes on to note that the cost of responding to these issues is both time consuming and expensive and that the "adverse publicity … can also have a negative impact on our reputation and on the morale and performance of our employees, which could adversely affect our businesses and results of operations."<span class="sent"> Ed Canaday, a <span class="company">Goldman</span> spokesman, said the disclosure "speaks for itself." – <span class="analyst">Michelle Leder</span> <span class="analyst">Michelle Leder</span>, who runs the Web site footnoted.org</span> , is keeping an eye on regulatory filings for DealBook. She also looks for corporate perks disclosed during the proxy season for DealBook's Perks Watch . Tweet this