On April 29, 2015, in a 3-2 vote of commissioners cast along party lines, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Section 953(a) directs the SEC to promulgate rules to require public companies to provide a clear description of any compensation required to be disclosed under Regulation S-K, Item 402, including information that shows the relationship between executive compensation actually paid and the registrant’s financial performance, taking into account any change in the value of the shares of stock and dividends and any distributions.
The SEC has proposed adding a new paragraph (v) to Item 402 of Regulation S-K, which would require tabular disclosure of compensation “actually paid” to the principal executive officer and an average of the compensation “actually paid” to the other named executive officers and the corresponding “total compensation” amount as shown in the summary compensation table. In addition, disclosure of the relationship between (1) compensation “actually paid” and the registrant’s total shareholder return (“TSR”) on an annual basis and (2) the registrant’s TSR and a peer group TSR on an annual basis, would be required.
The SEC reports having received numerous comment letters on Section 953(a), even before announcing its proposed rules, and, in the proposing release, solicits public comment on a wide range of topics. Depending on the nature and extent of the comments received, it is possible that the SEC could consider final rules later this year with the final rules going into effect for the 2016 proxy season.
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