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agreement with respect to the five companies listed above and the
lack of evidence establishing that the other companies are truly
comparable to Menards, we consider only CEO compensation paid by
Home Depot, Kohl’s, Lowe’s, Staples, and Target.
b. Proxy Statements45
We disagree with petitioners’ contention that the comparison
group companies’ TYE 1999 proxy statements reported compensation
paid for TYE 1998 services. The SEC Standard Instructions (the
SEC instructions) for filing proxy statements provide that “If
the CEO served in that capacity during any part of a fiscal year
with respect to which information is required, information should
be provided as to all of his or her compensation for the full
fiscal year.” 17 C.F.R. sec. 229.402(a)(4) (2004) (emphasis
added). Furthermore, the SEC instructions for the proxy
statement’s summary compensation table state that the table shall
include executive compensation “earned by the named executive
officer during the fiscal year covered”. 17 C.F.R. sec.
229.402(b)(2)(iii) (emphasis added). Even assuming that Mr.
Rowley is correct that companies do not make their decisions with
respect to bonuses and LTI compensation until a few months after
the beginning of the next fiscal year, the bonuses and LTI
45In the past, we have permitted the use of SEC proxy
statement data for the comparison of an executive’s compensation
to comparable companies’ executives’ compensation. See Square D
Co. & Subs. v. Commissioner, 121 T.C. 168 (2003).
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