News & Analysis as of

Executive Compensation Securities and Exchange Commission (SEC) C&DIs

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

Latham & Watkins LLP

SEC Clawback Rules: Practical Considerations and FAQs

Latham & Watkins LLP on

The FAQs offer practical advice for listed companies implementing compliant policies. Key Points: ..By December 1, 2023, all companies listed on the NYSE or Nasdaq must adopt clawback policies that comply with listing...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

Davies Ward Phillips & Vineberg LLP

NYSE and Nasdaq Propose Listing Standards Requiring Issuers to Adopt Clawback Policies to Recover Erroneously Awarded...

The New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) recently proposed new listing standards to implement the U.S. Securities and Exchange Commission (SEC) rules regarding the recovery of erroneously...more

BakerHostetler

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

BakerHostetler on

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

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

Smith Anderson

Reminders for the 2023 Annual Report and Proxy Season

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As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more

Snell & Wilmer

Corporate Communicator - 2018 Annual Meeting Season

Snell & Wilmer on

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

BakerHostetler

SEC Provides Further Guidance on Pay Ratio Disclosures

BakerHostetler on

Last week, the Securities and Exchange Commission (SEC) provided additional guidance for complying with the pay ratio disclosure requirements adopted under the Dodd-Frank Act that take effect in 2018. According to SEC...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

Seyfarth Shaw LLP

"It all sounds very reasonable..." New SEC Guidance Emphasizes Reasonableness and Flexibility in CEO Pay Ratio Disclosure

Seyfarth Shaw LLP on

On September 21, 2017, the Securities and Exchange Commission (the “SEC”) published an interpretative release and related compliance and disclosure interpretations (“C&DIs”) for registrants regarding the CEO pay ratio...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

Dorsey & Whitney LLP

SEC Provides Further Guidance on Pay Ratio Disclosure

Dorsey & Whitney LLP on

On September 21, 2017, the Securities and Exchange Commission issued additional guidance on the CEO pay ratio rule, which will require most public companies to report the pay ratio of their CEO to their median employee in...more

A&O Shearman

SEC Issues Pay Ratio Guidance

A&O Shearman on

With the first required pay ratio disclosures only a few months away, the Commission, on September 21, 2017, issued an interpretative release intended to assist registrants in their compliance efforts. The guidance in the...more

Locke Lord LLP

Pay Ratio is a Go!: The Commission and the Division of Corporation Finance Provide Guidance and Updated C&DIs

Locke Lord LLP on

On September 21, 2017, both the Securities and Exchange Commission (the “Commission”) and its Division of Corporation Finance (“Corp Fin”) provided guidance on the pay ratio disclosure requirement mandated by the Dodd-Frank...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - December 2016

Stoel Rives LLP on

As the SEC as we know it labors through its last five weeks, we note the following activities: - Publication last week of 35 CDIs, covering a host of topics, including Regulation S and qualified institutional buyer...more

Mintz - Employment Viewpoints

SEC Releases Guidance on Pay Ratio Rules

Last month, the Securities and Exchange Commission released new Compliance & Disclosure Interpretations (“C&DIs”) which provide guidance on the CEO pay-ratio rules. As a reminder, the CEO pay-ratio rules were enacted in...more

Foley & Lardner LLP

SEC Staff Issues Guidance on Pay Ratio Disclosure Rules

Foley & Lardner LLP on

The staff of the Securities and Exchange Commission’s Division of Corporation Finance (the staff) issued new compliance and disclosure interpretations (C&DIs) on October 18, 2016, providing guidance to companies preparing to...more

Dechert LLP

SEC Issues C&DIs on CEO Pay Ratio Disclosure, Exempt Offerings Under Rule 701 and Sales of Securities Under Rule 144(d)

Dechert LLP on

Item 402(u) of Regulation S-K allows a company to identify its median employee by using annual total compensation or any other compensation measure that is consistently applied (a “CACM”) to all employees included in the...more

Latham & Watkins LLP

New SEC Staff Guidance on CEO Pay Ratio Disclosure Rules – Determining the Median Employee

Latham & Watkins LLP on

Guidance clarifies how to determine the employee population and median employee for the ratio, though questions remain. The staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) has...more

Dorsey & Whitney LLP

New CDIs Help Issuers With Pay Ratio Disclosure, A Little

Dorsey & Whitney LLP on

On October 19th, the SEC released five new Compliance and Disclosure Interpretations (“CDIs”) relating to the upcoming “Pay Ratio Disclosure” requirements in Item 402(u) of Regulation S-K. Item 402(u) Pay Ratio Disclosure...more

Parker Poe Adams & Bernstein LLP

Pay Ratio Disclosure Guidance from the SEC (and a Reminder)

As everyone knows by now, the SEC adopted new pay ratio disclosure rules in August 2015. The good news back then was that the rules are effective for compensation during the first fiscal year beginning on or after January 1,...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Releases New C&DIs on CEO Pay Ratio Disclosure

On October 18, 2016, the Staff of the Division of Corporation Finance (Division) of the Securities and Exchange Commission (SEC) released new Compliance & Disclosure Interpretations (C&DIs) for the controversial pay ratio...more

Bradley Arant Boult Cummings LLP

The SEC Speaks: How to Identify the Median Employee for Your Pay Ratio Disclosure

The SEC’s Division of Corporation Finance posted five new Compliance and Disclosure Interpretations (C&DIs) regarding the pay ratio disclosure requirements in Item 402(u) of Regulation S-K on October 18, 2016. The “pay ratio”...more

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