[This post revises and updates
my earlier post primarily to reflect in greater detail the
contents of the proposing release.]
Last week, without an open meeting, the SEC finally adopted a
new rule that will require disclosure of information reflecting the
relationship between executive compensation actually paid by a
company and the company's financial performance—a new
rule that has been 12 years in the making. In 2010, Dodd-Frank, in
Section 953(a), added Section 14(i) to the Exchange Act, mandating
that the SEC require so-called pay-versus-performance disclosure in
proxy and information statements. The SEC proposed a
rule on pay versus performance in 2015 (see
this PubCo post and
this Cooley Alert), but it fell onto the long-term, maybe-never
agenda until, that is, the SEC reopened the comment period in
January (see
this PubCo post). According to SEC Chair Gary Gensler,
the new rule "makes it easier for shareholders to assess a
public company's
