SEC Proposes New Pay-Versus-Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (the "SEC") proposed new rules that would require most publicly traded companies to describe in detail the relationship between their financial performance and their executive compensation actually paid, taking into account changes in the value of the stock and dividends of the company and any distributions.

Specifically, proposed Item 402(v) of Regulation S-K would require affected securities issuers to publish a new table in certain proxy and information statements for disclosure of:

• Executive compensation actually paid to the principal executive officer (the "PEO"), as well as the average compensation paid to other named executive officers (the "NEOs") as defined in Item 402 of Regulation S-K, with specified adjustments for pension benefits and equity awards;