Securities Exchange Commission Proposes Pay Ratio Disclosure Rules

On September 18, 2013, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), the U.S. Securities and Exchange Commission (SEC), by a 3 to 2 vote, proposed pay ratio disclosure rules.1 The proposing release contemplates a transition period so that the initial pay ratio disclosure would be required with respect to compensation for a company's first full fiscal year that begins after the final rules are adopted. Assuming rules are adopted in 2014 (which is the assumption in the example that the SEC provided in the proposing release), the pay ratio disclosure for calendar year-end companies would be required with respect to 2015 compensation, with such disclosure first appearing in proxy statements and annual reports on Form 10-K filed during 2016. The SEC is seeking comments on its proposed pay ratio disclosure rules. The proposing release identified 60 areas on which the SEC is requesting public input. Comments on the