The staff of the Securities and Exchange Commission (“the Staff”) is engaged in a general movement away from taking an event-based reporting approach to compensation disclosures on Form 8-K in favor of taking an annual-based reporting approach. The Staff may no longer require a report under Item 5.02(e) of Form 8-K for discretionary bonuses paid to named executive officers (“NEOs”) even when those officers do not meet performance criteria. However, the Staff will still require the registrant to disclose such compensation decisions to stockholders before the next annual meeting.

A hypothetical illustrates the Staff’s movement to annual-based reporting of compensation disclosures...