On April 29, 2015, the United States Securities and Exchange
Commission (the "SEC") proposed new rules intended to
address the required measure of "executive compensation
actually paid" under Section 953(a) of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (the "Dodd-Frank
Act").
PROPOSED PAY-VERSUS-PERFORMANCE RULES
The proposed rules would add a new Item 402(v) to SEC Regulation
S-K. Under proposed Item 402(v), additional executive compensation
disclosures would be required in proxy solicitation materials or
other applicable information statements that are required to
contain executive compensation disclosure. The proposed new
disclosures would not apply to emerging growth companies, foreign
private issuers, or registered investment companies (other than
business development companies). Similar to other disclosures
required under Item 402, these disclosure obligations would be
scaled and somewhat less onerous for smaller reporting
companies.
