Executive Compensation Disclosure Memo Series (Part 5 of 6)

To read Part 4 of 6 please click here

Part 5 of 6 of the Executive Compensation Disclosure Memo Series summarizes the newly adopted rules with respect to the (i) disclosure of related person transactions and (ii) revised requirements for information to be reported in the beneficial ownership table.

As amended, Item 404 of Regulation S-K streamlines related person disclosure requirements, making it much less prescriptive and more principles-based. As amended, the new Item 404 has been restructured as follows:

• Item 404(a) contains a general disclosure requirement for related-person transactions, including those involving indebtedness;

• Item 404(b) requires disclosure regarding the company’s policies and procedures for the review, approval or ratification of related-person transactions; and