News & Analysis as of

Proxy Statements Disclosure Requirements Final Rules

Orrick, Herrington & Sutcliffe LLP

New Disclosure Requirements to Consider for 2022 Fiscal Year End, the 2023 Proxy Season and Beyond

2022 was a busy year in rulemaking for the Securities and Exchange Commission (SEC). As a result, there are many new disclosure requirements for companies to keep top of mind as they work through this year’s annual report,...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

Kramer Levin Naftalis & Frankel LLP

SEC Adopts Final Rule Requiring ‘Pay Versus Performance’ Disclosure

On Aug. 25, 2022, the Securities and Exchange Commission (SEC) adopted a new rule requiring public companies (subject to some notable exceptions, described below) to disclose, in proxy statements and information statements...more

Smith Anderson

SEC Adopts Final Pay-Versus-Performance Disclosure Rules

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​​​​​​​On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing the "pay-versus-performance" disclosure requirement called for under Section 953(a) of the Dodd-Frank Wall Street Reform...more

Goodwin

Frequently Asked Questions: Pay Versus Performance Final Rules

Goodwin on

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 recent client alert. These rules will require companies that are not...more

BakerHostetler

SEC Adopts Dodd-Frank Act Pay-Versus-Performance Rules

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Key Takeaways - ..On August 25, 2022, the Securities and Exchange Commission (“SEC”) adopted final pay-versus-performance rules (the “Final Rules”) that guide the implementation of Section 953(a) of the Dodd-Frank Act,...more

Goodwin

SEC Adopts Final Rules Requiring Pay Versus Performance Disclosure in 2023 Proxy Statements

Goodwin on

The U.S. Securities and Exchange Commission (SEC) has adopted final rules that will require significant new disclosures in proxy and information statements about the relationship between executive compensation actually paid...more

White & Case LLP

In Another Win for Shareholders, SEC Adopts New Rules for Universal Proxy Cards in Contested Director Elections

White & Case LLP on

In a win for activist shareholders, on November 17, 2021, the SEC voted to adopt final rules requiring the use in contested director elections of domestic issuers of "universal proxy cards," or proxy cards naming all director...more

Cooley LLP

Blog: How are companies approaching the new requirement for hedging policy disclosure?

Cooley LLP on

At the end of 2018, the SEC dredged up its 2015 rule proposal regarding hedging disclosure (required by Dodd-Frank) and voted to adopt final rule amendments. The amendments mandate disclosure about the ability of a company’s...more

Troutman Pepper

New Scrutiny for Hedging Policies

Troutman Pepper on

New SEC disclosure rules regarding hedging are now in effect. As a technical matter, these rules do not require a publicly traded company to implement a hedging policy. They merely require a company to disclose information...more

A&O Shearman

Hot Topics: Dodd-Frank Act Hedging Policy Disclosures Begin

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Although final rules were published in December of 2018, July 1st marked the date that issuers (other than smaller reporting companies and emerging growth companies) must begin complying with the Dodd-Frank Act’s hedging...more

White and Williams LLP

SEC Adopts New Hedging Disclosure Rules

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On December 18, 2018, the Securities and Exchange Commission (SEC) announced that it had approved and adopted final rules requiring public companies to disclose, in proxy or information statements for election of directors,...more

Bracewell LLP

SEC Adopts Final Rules for Disclosure of Hedging Policies

Bracewell LLP on

The Securities and Exchange Commission recently approved final rules to require disclosure of hedging practices, implementing a Dodd-Frank Act mandate. New Item 407(i) of Regulation S-K requires a company to describe in its...more

Fenwick & West LLP

SEC Adopts New Hedging Disclosure Requirement

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In an effort to provide greater transparency to stockholders regarding employee and director incentives, the U.S. Securities and Exchange Commission (SEC) has adopted a final rule implementing a provision of the Dodd-Frank...more

Snell & Wilmer

Corporate Communicator - Winter 2018-2019

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SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more

Sullivan & Worcester

SEC Adopts Rules for Disclosure of Hedging Policies

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Yesterday, December 18, 2018 (without a meeting), the SEC approved final rules to require companies to disclose in proxy or information statements for the election of directors any practices or policies regarding the ability...more

Mayer Brown Free Writings + Perspectives

Commission Adopts Final Rules for Disclosure of Hedging Policies

The Securities and Exchange Commission adopted final rules requiring public companies (other than foreign private issuers and certain fund issuers) to disclose in proxy statements their policies regarding hedging transactions...more

Morrison & Foerster LLP - JOBS Act

SEC Approves NASDAQ’s Proposed Rule on Golden Leash Arrangements

On July 1, 2016, the SEC approved NASDAQ’s proposed Rule 5250(b)(3), as amended by Amendment No. 2 filed on June 30, 2016 (the “Final Rule”), requiring NASDAQ-listed companies to publicly disclose third-party compensation...more

Dorsey & Whitney LLP

SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements

Dorsey & Whitney LLP on

On July 1, 2016, the Securities and Exchange Commission approved a change to the NASDAQ Stock Market LLC’s Listing Rules that will require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements....more

Foley & Lardner LLP

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

Foley & Lardner LLP on

On August 5, 2015, the Securities and Exchange Commission (SEC) finalized rules requiring publicly traded companies to disclose the ratio of median compensation of all employees to the compensation of the principal executive...more

Womble Bond Dickinson

SEC Adopts CEO Pay Ratio Rule

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Last week, the Securities and Exchange Commission (“SEC”), by a 3-2 vote, adopted the final CEO pay ratio rule, which was initially proposed by the SEC in September 2013, and originally mandated by Congress under Section...more

Littler

New Compensation Disclosures for Public Companies

Littler on

The Securities and Exchange Commission (SEC) has adopted a final rule requiring publicly traded corporations to disclose, to the SEC and shareholders, the ratio of CEO compensation to the "median compensation" of the...more

Stinson LLP

SEC Adopts Final Pay Ratio Rule

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The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more

Mintz - Securities & Capital Markets...

SEC Finalizes the CEO Pay Ratio Rule – Additional Executive Compensation Disclosure for Public Companies Beginning in 2017

On August 5, by a vote of 3-to-2 with the SEC Commissioners voting along party lines, the SEC approved the final rule to implement the requirements of Section 953(b) of the Dodd-Frank Act, which instructed the SEC to amend...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - April 5, 2013

In this issue: - SEC Advisory Committee on Small and Emerging Companies Makes Recommendations - SEC Provides Guidance Regarding Social Media and Regulation Fair Disclosure (Regulation FD) - SEC Amends...more

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