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ARTICLE · 14 SEPTEMBER 2022

SEC Adopts Pay Versus Performance Disclosure Rule

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On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a "pay versus performance" rule in accordance with a Dodd-Frank Wall Street Reform and Consumer...

United StatesCorporate/Commercial Law
Edward Best
Edward Best
Jennifer Carlson
Jennifer Carlson
Ryan Liebl
Ryan Liebl
Katelyn Merick
Katelyn Merick
Anna T. Pinedo
Anna T. Pinedo
Laura Richman
Laura Richman
David Schuette
David Schuette
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On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a "pay versus performance" rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (DoddFrank Act) mandate that requires SEC-reporting companies to disclose in a clear manner the relationship between executive compensation actually paid and the financial performance of the company.1 As adopted, the rule generally requires disclosure of five years of pay versus performance data in proxy and information statements in which executive compensation information is required to be included pursuant to Item 402 of SEC Regulation S-K. The new pay versus performance disclosures must be included in proxy and information statements that are required to include such compensation information for fiscal years ending on or after December 16, 2022. Thus, the new rule will generally apply for the upcoming 2023 proxy season.

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