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Tom Asmar

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On September 27, 2023 and November 21, 2023, the Securities and Exchange Commission (SEC) issued additional Compliance & Disclosure Interpretations (CDIs) clarifying certain technical aspects of the pay versus performance (PVP) disclosure rules under Item 402(v) of Regulation S-K[1]. These CDIs are intended to supplement the CDIs covering PVP disclosure that were issued by the SEC on February 10, 2023.[2] By way of background, covered public companies must comply with the PVP disclosure rules beginning…

On February 10, 2023, the Securities and Exchange Commission (SEC) issued Compliance & Disclosure Interpretations (CDIs) regarding the pay versus performance (PVP) disclosure rules under Item 402(v) of Regulation S-K[1]. The PVP disclosure rules apply to covered companies beginning with proxy statements or information statements filed for fiscal years ending on or after December 16, 2022 and generally require disclosure of (i) a PVP table accompanied by a narrative and/or graphical explanation of the relationship…

On October 26, 2022, the SEC adopted its much-anticipated final clawback rules requiring U.S. listed issuers to: develop and implement a policy for the recovery of incentive-based compensation that is erroneously “received” by current and former executive officers during the three completed fiscal years immediately preceding the date that the issuer is required to prepare an accounting restatement (capturing both “Big R” and “Little R” restatements); and file that policy as an annual report exhibit…

It’s been 12 years in the making, but the SEC has finally released rules to implement the “pay versus performance” disclosure required by Section 953(a) of the Dodd-Frank Act. The new disclosure of the relationship between executive compensation “actually paid” and financial performance is required to be included in proxy statements or information statements for fiscal years ending on or after December 16, 2022 and is therefore effective for the upcoming 2023 proxy season. For a…

On August 26, 2020, the SEC adopted final amendments to Regulation S-K, which modernize certain disclosure requirements relating to description of business, legal proceedings and risk factors. The amendments include a new disclosure topic that will require registrants to describe their human capital resources, including any human capital measures or objectives that the registrant focuses on in managing the business, to the extent that such information is material to an understanding of the registrant’s business…