(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
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
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
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
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
SEC Proxy Filing Requirements - File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more
On February 10, the US Securities and Exchange Commission (SEC) issued 15 new Compliance and Disclosure Interpretations (C&DIs) to implement the "pay versus performance" (PvP) disclosure rules that were adopted on August 25,...more
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
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
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
On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs...more
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
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
As a result of recent market trends, US public companies and their compensation committees face challenging decisions as they seek to maximize shareholder value while retaining and competitively incentivizing key employees....more
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
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
The U.S. Securities and Exchange Commission (SEC) in August 2022 released the long-awaited final rules for pay-versus-performance disclosure that was mandated as part of the Dodd-Frank Wall Street Reform and Consumer...more
1. What is the Pay Versus Performance Rule? See our Fenwick alert for a high-level overview of the Pay Versus Performance (PvP) Rule. See also the SEC fact sheet and adopting release. Briefly, the PvP Rule adds a new Item...more
As proxy preparation season approaches, the SEC’s new pay versus performance (PVP) disclosure rules will present new and unique challenges for many public companies...more
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist. Those items, along with a few other “hot topics,” include the...more
Volatility is a measure of how much the price of a security, such as a share of stock, changes over time. It’s measured as a percentage with a low volatility percentage indicating the security’s price is relatively flat over...more
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
On August 25, 2022, the Securities and Exchange Commission adopted a pay versus performance rule in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rule requires a registrant to disclose, in...more
On August 25, 2022, the US Securities and Exchange Commission (SEC) adopted final rules to implement the pay versus performance disclosure requirement mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act...more
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