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Executive Compensation Pay-for-Performance Corporate Governance

Husch Blackwell LLP

Lessons from the First Year of Pay vs. Performance Disclosures

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As we approach the 2024 proxy season, companies are preparing for the second year of compliance with the pay vs. performance (PvP) disclosure required under Item 402(v) of Regulation S-K. As a reminder, under Item 402(v) of...more

BakerHostetler

SEC Provides Additional Compliance & Disclosure Interpretations for Further Clarification on Pay-Versus Performance Disclosure

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Although registrants have already had to comply with the Final Rules in annual reports, proxy statements and information statements beginning with the fiscal year ended on or after Dec. 16, 2022, registrants continue to have...more

BCLP

Review of Recent SEC Staff Comments on Pay Versus Performance Table

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As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Guidance Clarifies Some Issues Regarding Pay-Versus-Performance Disclosure, but Leaves Questions Unanswered

The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more

BakerHostetler

SEC Clarifies Dodd-Frank Act Pay-Versus-Performance Rules with New C&DIs

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As registrants work toward including the new required Item 402(v) of Regulation S-K executive compensation disclosure, the SEC issued new C&DIs to provide some much-needed guidance in applying the Final Rules....more

Dorsey & Whitney LLP

Additional SEC Guidance on Pay versus Performance Disclosure for 2023 Proxy Season

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Most reporting companies are required to provide pay versus performance disclosure in their 2023 proxy statements as a result of rules finalized by the Securities and Exchange Commission in September 2022....more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues Pay Versus Performance CDIs

On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs...more

Nelson Mullins Riley & Scarborough LLP

SEC Releases C&DIs Clarifying Certain ‘Pay vs Performance’ Questions

In a series of 15 Compliance and Disclosure Interpretations (“C&DI”s), the U.S. Securities and Exchange Commission on Feb. 10, 2023 attempted to clarify certain questions that have arisen as reporting companies prepare their...more

Latham & Watkins LLP

Key Compensation Items for the 2023 Proxy Season and Beyond - January 2023

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Each year brings new executive compensation rules and considerations, whether based on Securities and Exchange Commission (SEC) rules, developments under the Internal Revenue Code, litigation trends, institutional adviser...more

Nelson Mullins Riley & Scarborough LLP

Pay Versus Performance Disclosure for Smaller Reporting Companies - An SRC-Focused Analysis of the SEC’s Pay Versus Performance...

We issued a step-by-step guide entitled An Analysis of the SEC’s Pay Versus Performance Rules on December 14, 2022. We prepared that guide to assist our clients as they prepare to implement the SEC’s new “Pay Versus...more

Goodwin

Key Compensation Considerations for Public Companies in a Market Downturn

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As a result of recent market trends, US public companies and their compensation committees face challenging decisions as they seek to maximize shareholder value while retaining and competitively incentivizing key employees....more

Goodwin

Frequently Asked Questions: Pay Versus Performance Final Rules - Update

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The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our earlier client alert. These rules will require companies that are not...more

Holland & Knight LLP

Pay-Versus-Performance Disclosure: A Guide to Compliance in Year 1

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The U.S. Securities and Exchange Commission (SEC) in August 2022 released the long-awaited final rules for pay-versus-performance disclosure that was mandated as part of the Dodd-Frank Wall Street Reform and Consumer...more

Nelson Mullins Riley & Scarborough LLP

Never Too Late – SEC Enacts Pay vs. Performance Disclosure Rules

A mere 12 years after they were mandated by Dodd-Frank, the SEC adopted so-called “pay versus performance” rules on August 25, 2022. The rules require companies to provide a new table in their proxy or information statements,...more

Sheppard Mullin Richter & Hampton LLP

The Seven Year Wait is Over! SEC Finalizes New Pay Versus Performance Disclosure Regulations

As we previously commented more than seven years ago (see our blog from May 4, 2015, “Finally! SEC Proposes New Pay for Performance Disclosure Regulations”), on April 29, 2015, in accordance with Section 953(a) of the...more

Bradley Arant Boult Cummings LLP

SEC Adopts New Pay Versus Performance Disclosures

On August 25, 2022, the Securities and Exchange Commission adopted pay versus performance disclosure rules originally mandated by the Dodd-Frank Act 12 years ago. These rules require public companies to disclose the...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Pay Versus Performance Disclosure Rule

On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (DoddFrank Act) mandate that...more

Fenwick & West LLP

SEC Adopts Rules Regarding Pay Versus Performance

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On August 25, 2022, the U.S. Securities and Exchange Commission adopted rules that require public companies to disclose the relationship between compensation “actually paid” to their executives and their financial...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Pay for Performance Rule

On August 25, 2022, the Securities and Exchange Commission adopted a final pay for performance rule.  The pay for performance rule implements the Dodd Frank Act rulemaking mandate contained in Section 953(a) of the Act.  That...more

Stinson - Corporate & Securities Law Blog

SEC Adopts Pay Versus Performance Disclosure Rules

The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act. The rules will require registrants to disclose, in proxy or...more

Skadden, Arps, Slate, Meagher & Flom LLP

2022 Compensation Committee Handbook

Preface The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the Executive...more

Proskauer - Corporate Defense and Disputes

Pay Versus Performance Takes Center Stage

In an era where TikTok stars outearn scores of CEOs of top earning publicly traded companies, executive compensation is no less important to the investing public or to companies striving to attract and retain top talent....more

Dechert LLP

A Repeat Performance – U.S. SEC Taking Another Look At Executive Pay Versus Performance

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The Securities and Exchange Commission (SEC) on January 28, 2022, reopened the comment period with respect to its pending “pay versus performance” proposal (Proposed Rule), which would generally require public companies to...more

Stinson - Corporate & Securities Law Blog

ISS Opens Global Annual Benchmark Policy Survey and Separate Climate Survey

ISS has opened its annual benchmark policy survey.  The survey usually foreshadows upcoming changes to its policies....more

BCLP

Don’t Forget! Refresher on Glass Lewis COVID-19-Related Guidance and ISS Compensation-Related FAQs

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For companies knee deep in proxy statement drafting and 2021 executive compensation decisions, we recommend a quick refresher on Glass Lewis’ December 2020 Approach to Executive Compensation in the Context of the COVID-19...more

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