SEC Proposes Long-Awaited Pay For Performance Rules

On April 29, 2015, in a 3-2 vote of commissioners cast along party lines, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Section 953(a) directs the SEC to promulgate rules to require public companies to provide a clear description of any compensation required to be disclosed under Regulation S-K, Item 402, including information that shows the relationship between executive compensation actually paid and the registrant’s financial performance, taking into account any change in the value of the shares of stock and dividends and any distributions.

The SEC has proposed adding a new paragraph (v) to Item 402 of Regulation S-K, which would require tabular disclosure of compensation “actually paid” to the principal executive officer and an average of the compensation “actually paid” to the other named executive officers and the corresponding “total