SEC Reopens Comment Period For Pay-for-Performance Proxy Disclosure

Seyfarth Synopsis: Back in 2015, the U.S. Securities and Exchange Commission ("SEC") issued proposed rules on the pay-for-performance disclosure required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank"). While that proposal generated much commentary at the time, the rules were never finalized. Seemingly to refresh the debate and move things forward, the SEC recently reopened the 30-day comment period for those 2015 proposed rules.

Dodd-Frank was enacted to address financial stability after the 2008 financial crisis by requiring accountability and transparency of SEC registrants.¹ Certain Dodd-Frank provisions required rulemaking by the SEC in order to be implemented. In particular, Section 953(a) of Dodd-Frank (which added Section 14(i) to the Securities Exchange Act of 1934) requires the SEC to adopt rules for requiring registrants' proxy statements to describe the relationship between the executive compensation actually