SEC Proposes Pay Versus Performance Disclosure Rule

Proposed Rule Would Add New Compensation Table and Related Information to Annual Meeting Proxy Statements

On April 29, 2015, the Securities and Exchange Commission (SEC), by a three-to-two vote, proposed the pay versus performance disclosure rule required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). Section 953(a) added Section 14(i) to the Securities Exchange Act of 1934 (the "Exchange Act"), which directs the SEC to adopt a rule requiring disclosure of the relationship between executive compensation actually paid and the issuer's financial performance.

The SEC proposal would require tabular disclosure in annual meeting proxy and information statements of (a) the "compensation actually paid" to the CEO and the average "compensation actually paid" to the other named executive officers as a group; (b) the issuer's total shareholder return (TSR); and (c) a peer group TSR. The registrant would also