On February 10, 2023, the SEC posted new compliance and disclosure interpretations (C&DIs) covering the new pay versus performance (PVP) disclosures.

The Client Alert looks at these C&DIs and offers a sample table that can be used in the footnotes to the PVP Table to comply with the C&DI requiring more details of equity award adjustments, which cannot be provided on an aggregate basis and must be shown by specific categories.

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Chad Mitchell presented at The Conference Board's Council on Compensation II (April 28-30, 2010) on Executive Compensation: Risk Disclosure and Shareholder Concerns, which looked at these issues from the perspective of questions compensation committee chairs are asking.

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This Client Alert looks at the three sets of updates to the Compliance and Disclosure Interpretations (C&DIs) that the SEC released on January 20, 2010, February 16, 2010 and March 1, 2010, which concern the new proxy disclosure rules and transitions to these rules.

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This Alert provides a summary of the final modifications to the Proxy Disclosure Rules adopted by the SEC on December 16, 2009. The new rules are effective February 28, 2010 and will impact proxy and information statements, Form 10-Ks, and Form 8-Ks filed on or after that date.

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On July 10, 2009, the Securities and Exchange Commission released new proposed rules regarding proxy disclosure and solicitation. This Client Alert summarizes the proposed rules impacting compensation disclosures.

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Ed Hauder spoke at PLI's Preparation of Annual Disclosure Documents 2009 seminar held in Chicago January 12 and 13, 2009 on the topics of Executive Compensation and Shareholder Proposal and Corporate Governance, including information about the changes to RiskMetrics Group's policies for 2009.

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Total Rewards 2007, WorldatWork Conference & Exhibition, Walt Disney World Swan & Dolphin, Orlando, FL, May 6-9, 2007
In this session, Edward Hauder and Lynn Joy looked at the seven deadly sins companies commit when it comes to their proxy disclosure of compensation information. They looked at why companies commit these mistakes and what they can do to avoid committing proxy sins, including how following the golden rule of proxy disclosure-- when in doubt, shout it out (disclose it)--can keep companies out of the penalty box with institutional shareholders. Participants learn some of the do's and don'ts in proxy disclosure including playing \"Go Fish\" with shareholders and ignoring the elephant in the room.

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This letter sets out our comments and suggestions regarding the SEC's interim final proxy disclosure rules released December 22, 2006 that amended the final proxy disclosure rules released in August 2006. Additionally, we provide comments on: reporting of changes in the aggregate pension value in the Summary Compensation Table; reporting of equity awards in the Nonqualified Deferred Compensation Table; and, the proposed rule to require the disclosure of the position and total compensation of up to three additional non-executive employees who have significant policy making authority.

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This updated article was published in The Bureau of National Affairs' Benefits Practice Center, Executive Compensation Library, Journal Reports: Law and Policy (February 2007) and is reproduced here with permission. The article looks at the tables required under the new proxy disclosure rules and provides a chart to assist in determining where elements of compensation should be reported, and is updated to reflect the December 2006 Amendments to the new compensation disclosure rules for public companies.

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Edward Hauder delivered this presentation at the January 17, 2007 meeting of the Chicago Chapter of the National Association of Stock Plan Professionals (NASPP). The presentation looked at the December 22, 2006 amendments issued by the SEC and their implications for proxy disclosures. Includes a sample revised Grants of Plan-Based Awards Table.

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This Client Alert looks at the U.S. Securities and Exchange Commission's recently issued amendments to the proxy disclosure rules that were finalized in July 2006. The amendments generally align the proxy disclosure of values associated with awards covered by FAS 123R with the expense recognition specified by FAS 123R. These amendments take the form of interim final rules that will be effective upon publication in the Federal Register and will have the same effective date as the recently finalized proxy disclosure rules. The SEC has provided a 30 day comment period.

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This Client Briefing looks at the SEC requirements for the CD&A, discusses why a CD&A template is not provided, provides a sample outline for the CD&A, and provides a checklist of key questions companies can use as they prepare their own CD&As, including questions that will be critical to address.

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This Client Briefing cuts to the chase and provides only the checklist of key questions companies can use as they prepare their own CD&As, including questions that will be critical to address.

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