SEC Adopts Long-Considered Pay-Versus-Performance Disclosure Rule

BACKGROUND

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay-versus-performance rules (codified in Item 402(v) of Regulation S-K), 12 years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) imposed on the SEC the obligation to craft such rules, and seven years after the SEC first proposed rules for this disclosure.

FINAL RULES

Pay-versus-performance table

The final rules require covered companies to provide the information set forth in the table below (the pay-versus-performance table). The asterisks indicate items from which smaller reporting companies (SRCs) are exempt.