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CEOs Disclosure Requirements Executive Compensation

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2024 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more

Vinson & Elkins LLP

Not Lovin’ It: SEC’s Settlement With McDonald’s Former CEO Highlights Continued Focus on Executive-Related Disclosures

Vinson & Elkins LLP on

On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more

Husch Blackwell LLP

The SEC's Long-Delayed Dodd-Frank Pay-Versus-Performance Disclosure Requirements Have Finally Arrived

Husch Blackwell LLP on

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted the pay-versus-performance disclosure requirements that had been in the works for years. The SEC originally proposed pay versus performance rules...more

BakerHostetler

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

BakerHostetler on

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

Cozen O'Connor

SEC Adopts Pay Versus Performance Disclosure Rules Seven Years After Original Proposal

Cozen O'Connor on

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final disclosure rules implementing the pay versus performance requirement of the Dodd-Frank Act for most reporting companies. The SEC originally...more

King & Spalding

Messages for Public Companies from the SEC’s Spate of September Enforcement Actions

King & Spalding on

The United States Securities and Exchange Commission wrapped up its fiscal year on September 30, 2019 with a flurry of enforcement actions filed in the final weeks of the month. These cases will provide fodder for analysis...more

Stinson - Corporate & Securities Law Blog

Examples of 2019 Pay Ratio Disclosures

Set forth below are examples of pay ratio disclosures from recently filed proxies where registrants chose to rely on the median employee identified in the prior year....more

Skadden, Arps, Slate, Meagher & Flom LLP

Trends in Executive Compensation, Employment Law and Compensation Committee Practices

On February 5, 2019, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The panelists were David Schwartz, Skadden’s global head of Labor and Employment...more

McCarter & English, LLP

Growth In CEO Pay Since 1990

For the period 1990 through 2016 median CEO pay grew by over 400 percent. If annualized CEO pay growth thus far in the current decade continues for the rest of the decade, the end-of-decade median CEO pay level will have...more

Sheppard Mullin Richter & Hampton LLP

“Airing Out the Denny Crane Room”: Recent SEC Action Emphasizes Need for Effective Disclosure Controls and Procedures for...

Last month, Energy XXI, Ltd. (“EXXI”), a publicly-traded oil and gas exploration company, saw its former Chief Executive Officer charged with various securities law violations by the Securities and Exchange Commission...more

Cooley LLP

Blog: As proxy season ends, Equilar dives into pay-ratio data

Cooley LLP on

With over 2,000 companies now having reported pay-ratio information for the 2018 proxy season (through May 10), consultant Equilar says it’s time to take a deep dive into the data to see what trends are discernible. Of...more

Cooley LLP

Blog: Survey updates pay-ratio data

Cooley LLP on

In these survey results (courtesy of thecorporatecounsel.net), audit firm Deloitte provides data as of April 10 regarding pay-ratio disclosures for 294 companies in the S&P 500. Interestingly, so far at least, not many of the...more

Pillsbury Winthrop Shaw Pittman LLP

Top Ten Emerging Trends in Pay Ratio Disclosure

Preliminary trends are emerging from the pay ratio disclosures filed by U.S. public companies in 2018. Few companies use statistical sampling to identify their median employees and, instead, companies rely on a...more

Cooley LLP

Blog: Early pay-ratio trends from compensation consultants

Cooley LLP on

What are the early trends in pay-ratio disclosure? Surveys conducted by compensation consultants provide some insights. A survey conducted by Compensation Advisory Partners LLC of pay-ratio disclosures from 150 companies...more

Kilpatrick

Annual Total Compensation under the Pay Ratio Disclosure Rule

Kilpatrick on

Although adopted back in 2015, the SEC’s pay ratio disclosure rule has been receiving a lot of attention lately, as companies grapple with it for the first time during the 2018 proxy season. The rule was mandated by the...more

Cooley LLP

Blog: Want A Preview Of Pay-Ratio Disclosure? Equilar Releases Pay-Ratio Survey Data

Cooley LLP on

Equilar has just released the results of an anonymous survey of public companies, with 356 respondents, which asked these companies to indicate the CEO-employee pay ratios they anticipated reporting in their 2018 proxy...more

Skadden, Arps, Slate, Meagher & Flom LLP

Impact of Compensation-Related Litigation on Public Companies

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

Baker Donelson

CEO Pay Ratio Disclosure: Comparing CEO and Employee Compensation

Baker Donelson on

In August 2015, the Securities and Exchange Commission (the SEC) adopted a final rule implementing Section 953(b) of the Dodd-Frank Act. The final rule requires U.S. public reporting companies to disclose the ratio of their...more

Stinson LLP

SEC Issues Proposed Rules to Modernize and Simplify Regulation S-K

Stinson LLP on

The SEC has proposed amendments to Regulation S-K and related rules and forms. The proposed amendments are based on SEC staff recommendations in a report that was required by Section 72003 of the Fixing America’s Surface...more

Smith Anderson

SEC Issues New Guidance on Pay Ratio Rule, Emphasizing “Flexibility” of Median Employee Pay Calculation

Smith Anderson on

On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release to assist public companies in complying with the SEC’s pay ratio rule. The SEC’s interpretive release emphasized the...more

Perkins Coie

SEC Issues New Guidance to Help Companies Prepare CEO Pay Ratio Disclosures

Perkins Coie on

The Securities and Exchange Commission recently issued new guidance to help companies prepare their pay ratio disclosures that provides some relief for companies—and further validates that these rules are highly unlikely to...more

Orrick, Herrington & Sutcliffe LLP

SEC Relaxes Pay Ratio Rules to Facilitate 2018 Proxy Disclosures

On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more

Hogan Lovells

SEC Issues New and Revised Guidance on CEO Pay Ratio Rule

Hogan Lovells on

On September 21, the SEC and the staff of the Division of Corporation Finance issued new and updated interpretive guidance regarding the CEO pay ratio disclosure required by Item 402(u) of Regulation S-K. The guidance...more

Akin Gump Strauss Hauer & Feld LLP

Updated SEC Guidance Emphasizes Flexibility in Complying with Pay Ratio Disclosure Rule

Beginning in 2018, U.S. public companies will generally need to comply with the pay ratio disclosure rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires that each such company disclose the...more

Proskauer - Tax Talks

SEC Adopts Additional Guidance on CEO Pay Ratio Rule

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On September 21, 2017, the Securities and Exchange Commission (the “SEC”) adopted interpretive guidance regarding Item 402(u) of Regulation S-K, which governs pay ratio disclosure. The interpretive guidance is intended to...more

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