SEC Final CEO Pay Ratio Rules

On August 5, 2015, the United States Securities and Exchange Commission (the "SEC") adopted final rules under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding disclosure of the ratio of the chief executive officer's annual total compensation to the median annual total compensation of the registrant's other employees. Absent Congressional or judicial intervention, or further SEC action, the final rules will generally require pay ratio disclosure beginning with proxies filed in 2018.

INTENDED EFFECT OF THE RULES

The SEC states that pay ratio disclosure is "intended to provide shareholders with a company-specific metric that can assist in their evaluation of a registrant's executive compensation practices." In particular, the SEC notes that shareholders may find these new pay ratio data points useful when making "say-on-pay" advisory voting decisions. As expressed in some of the more than 287,400 comment letters that the SEC