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Pay-for-Performance Disclosure Requirements Regulation S-K

Seyfarth Shaw LLP

Securities and Exchange Commission Pay Versus Performance Updates

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Seyfarth Synopsis:  As reporting companies prepare their Pay Versus Performance (PVP) disclosures for their upcoming proxy statements, they should take into consideration the most recent guidance on the topic in Securities...more

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

Husch Blackwell LLP

Looking Ahead to the 10-K and Proxy Season

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As the calendar year flips over to 2024, we want to remind registrants about several new rules that will impact disclosure for the 2023 Form 10-K and 2024 proxy season, update the status of some pending Securities and...more

Mayer Brown Free Writings + Perspectives

SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures (UPDATED)

(Updated) On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two...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

BCLP on

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

Wyrick Robbins Yates & Ponton LLP

SEC Issues Additional Guidance Related to Pay Versus Performance

On September 27, 2023, the U.S. Securities and Exchange Commission (the “SEC”) updated its compliance and disclosure interpretations (“C&DIs”) on pay versus performance disclosures (see the Regulation S-K C&DI page on the...more

Mayer Brown Free Writings + Perspectives

SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures

On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues CDIs on Pay Versus Performance

On September 27, 2023, the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Corp Fin) issued nine new Compliance and Disclosure Interpretations (CDIs) regarding pay versus performance...more

Paul Hastings LLP

Public Company Watch

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In the May edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new disclosure requirements for issuers’ repurchases of equity securities; In Re Edgio Inc. Stockholders...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

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

Latham & Watkins LLP

SEC Issues New “Pay Versus Performance” Guidance

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The SEC provides much-needed guidance on the new pay versus performance disclosure requirements that will be applicable to the current proxy season. On February 10, 2023, the Staff of the Securities and Exchange Commission...more

Morrison & Foerster LLP

SEC Staff Provides Guidance on Pay Versus Performance Disclosure

On February 10, 2023, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published new Regulation S-K Compliance and Disclosure Interpretations (C&DIs) regarding the...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

Mayer Brown Free Writings + Perspectives

Staff Posts Compliance and Disclosure Interpretations on Pay Versus Performance

Various members of the staff of the Securities and Exchange Commission’s Division of Corporation Finance had indicated in public statements at recent industry conferences that guidance would be forthcoming on aspects of pay...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

Nelson Mullins Riley & Scarborough LLP

An Analysis of the SEC’s Pay Versus Performance Rules - A Step-by-Step Guide

We have prepared this guide to assist our clients as they prepare to implement the SEC’s new “Pay Versus Performance” (“PVP”) Rules. On Aug. 25, 2022, after a twelve-year delay, the SEC adopted rules implementing Section...more

McCarter & English, LLP

SEC Adopts Pay Versus Performance Disclosure Requirements

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On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay versus performance disclosure rules that will require public companies to provide extensive information that is intended to demonstrate the...more

Foley Hoag LLP - Public Companies & the Law

SEC Adopts New Rules on Executive Compensation

On August 25, 2022, the Securities and Exchange Commission (“SEC”) announced the adoption of amendments to rules relating to executive compensation disclosure. The final rule can be found here. As mandated by Section 953(a)...more

Benesch

SEC Adopts Pay Versus Performance Rule on Executive Compensation

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In the years following the banking and financial crisis of 2008, there was a particular focus by the media and lawmakers on CEOs and other executives collecting hundreds of millions of dollars in compensation. In response,...more

Vinson & Elkins LLP

SEC Adopts Final “Pay Versus Performance” Rules

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On August 25, 2022, the Securities and Exchange Commission (the “SEC”) announced that it adopted a final rule requiring companies to disclose information that is intended to reflect the relationship between compensation paid...more

Hogan Lovells

SEC rule amendments require proxy disclosure of executive pay versus performance - SEC Update

Hogan Lovells on

On August 25, the SEC adopted rule amendments that require registrants to disclose, in proxy or information statements in which executive compensation disclosure is required, information showing the relationship between...more

Cadwalader, Wickersham & Taft LLP

New SEC "Pay for Performance" Proxy Disclosure Rules Will Require Significant Advance Planning and Effort

More than twelve years ago, the Dodd-Frank legislation directed the SEC to issue a rule that requires issuers to provide, among other things, information that shows “the relationship between executive compensation actually...more

Kelley Drye & Warren LLP

SEC Adopts Sweeping Pay for Performance Disclosure Requirements for Public Companies

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted rules (the “Final Rules”), which require covered publicly traded companies to provide both tabular and narrative and/or graphical disclosure of the...more

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