News & Analysis as of

Executive Compensation Regulation S-K Securities and Exchange Commission (SEC)

McDermott Will & Emery

SEC hosts roundtable on executive compensation disclosure requirements

McDermott Will & Emery on

On June 26, 2025, the US Securities and Exchange Commission (SEC) hosted a roundtable attended by issuers, institutional investors, third-party advisors, and industry groups to discuss potential updates to current executive...more

Vinson & Elkins LLP

Insights from the SEC Roundtable on Executive Compensation Disclosure Requirements

Vinson & Elkins LLP on

On June 26, 2025, the U.S. Securities and Exchange Commission (“SEC”) hosted a roundtable on executive compensation disclosure requirements. As noted in prior Insights, the SEC convened the roundtable to evaluate the...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Signals Coming Changes to Executive Compensation Disclosure

On June 26, 2025, the Securities and Exchange Commission (SEC) hosted a roundtable on executive compensation disclosure requirements with representatives from public companies, investors, industry groups and advisors. In his...more

BCLP

Confirming SEC Filer Status for the Upcoming Year

BCLP on

In light of the recent market volatility, public companies should keep in mind the upcoming annual re-evaluation of their filer status, as a change may have ramifications for both the timing and content for the following...more

Troutman Pepper Locke

Executive Compensation Disclosures Are Back on the (Round)table at the SEC

Troutman Pepper Locke on

The SEC announced on May 16 that it will host a roundtable discussion with representatives from public companies, compensation consultants, lawyers, investors, and other stakeholders on the topic of executive compensation...more

Proskauer - Employee Benefits & Executive...

Executive Use of Corporate Aircraft: Navigating Tax, SEC Disclosure and Other Key Considerations

Companies are increasingly allowing their chief executive officers and, in certain circumstances, other executives to use corporate jets (which may be chartered flights or fractionally or fully owned aircraft) for personal...more

Cooley LLP

Changes Brewing For Executive Compensation Disclosure Requirements?

Cooley LLP on

The Securities and Exchange Commission (SEC) last week announced that, on June 26, 2025, it will host a roundtable meeting to discuss potential updates to the existing executive compensation disclosure requirements. The...more

Foley Hoag LLP - Public Companies & the Law

SEC Issues New C&DIs re: Compensation Clawback Disclosures and De-SPACs

On April 11, 2025, the Division of Corporation Finance issued new compliance and disclosure interpretations (C&DIs), six of which relate to executive compensation clawback disclosures and one of which relates to the...more

WilmerHale

New C&DIs Clarify Some Clawback Disclosure Questions

WilmerHale on

Recently issued interpretive guidance from the SEC staff offers some answers for companies that find themselves having to decide whether and when to check one or both of the boxes on Form 10-K related to financial...more

Fenwick & West LLP

SEC updates CDIs on Rule 10b5-1 plans, clawbacks, and de-SPAC transactions

Fenwick & West LLP on

On April 25, the SEC staff added two new Compliance and Disclosure Interpretations (CDIs), revised 20 CDIs and withdrew three CDIs related to 10b5-1 plans. The SEC staff largely revised the CDIs to conform to the 2022 Rule...more

Keating Muething & Klekamp PLL

Checking the Box(es): SEC Issues New Guidance Clarifying Clawback Expectations

On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item...more

DLA Piper

Corp Fin Releases New Guidance on Clawback Disclosure Requirements

DLA Piper on

The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues New CDIs on Clawback-Related Disclosure

On April 11, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued six new Compliance and Disclosure Interpretations (CDIs) relating to the two clawback-related check boxes on...more

Mayer Brown Free Writings + Perspectives

New Corp Fin CDIs on Clawbacks and De-SPAC Co-Registrants

On April 11, 2025, the staff (the “Staff”) of the U.S. Securities Commission’s Division of Corporation Finance (the “Division”) issued seven new Compliance and Disclosure Interpretations (“CDIs”), the third update to the CDIs...more

DLA Piper

Reminders and New Disclosure Requirements for the 2025 Proxy Season

DLA Piper on

The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more

Troutman Pepper Locke

An Early Look at New Proxy Disclosures Regarding Stock Option Grant Timing

Troutman Pepper Locke on

The primary development in executive compensation disclosure for the 2025 proxy season is new Item 402(x) under Regulation S-K, relating to the disclosure of stock option grant timing policies and practices. Companies with...more

Holland & Knight LLP

Fashion Retailer Failed to "Express" $1M in Perks But Skirts Civil Penalties

Holland & Knight LLP on

Like a fashion trend that never fails to come back in style (we look fabulous in baggy jeans, btw), we're revisiting SEC enforcement actions involving public company executive perquisites – or "perks" – a topic we have...more

Katten Muchin Rosenman LLP

Reminder for Public Companies Granting Stock Options and Stock Appreciation Rights: Don't Forget New Item 402(x) Disclosure

As public company issuers prepare for the 2025 reporting season, issuers should be reminded (or made aware) of the new executive compensation-related disclosure requirements. On December 14, 2022, the Securities and Exchange...more

Cooley LLP

Enforcement offers a reminder about disclosures of related-person transactions

Cooley LLP on

Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more

Cooley LLP

SEC Enforcement charges Express for failure to disclose CEO perks

Cooley LLP on

The SEC has announced settled charges against Express, Inc., a multi-brand American fashion retailer formerly listed on the NYSE, for failing to disclose over a three-year period almost $1 million in perks provided to its now...more

DLA Piper

Navigating New Executive Compensation Disclosure Obligations

DLA Piper on

This is the first part of a client alert series for public companies and their boards and compensation committees, covering key considerations for equity grant practices. Overview - Additional executive compensation...more

Morgan Lewis - ML Benefits

SEC Enforcement of Proxy Perquisite Disclosures

The Securities and Exchange Commission (SEC) is continuing its focus on disclosure of executive perquisites—and aircraft usage in particular—in registration statements, periodic reports, and proxy statements....more

BakerHostetler

SEC’s Enforcement Division Continues to Scrutinize Disclosure of Executive Perks

BakerHostetler on

The Securities and Exchange Commission’s (SEC or Commission) Division of Enforcement continues to be laser focused on executive perks and the manner in which they are disclosed by public companies. The SEC is expected to...more

Husch Blackwell LLP

Lessons from the First Year of Pay vs. Performance Disclosures

Husch Blackwell LLP on

As we approach the 2024 proxy season, companies are preparing for the second year of compliance with the pay vs. performance (PvP) disclosure required under Item 402(v) of Regulation S-K. As a reminder, under Item 402(v) of...more

Procopio, Cory, Hargreaves & Savitch LLP

Corporate Annual Reporting Season is Here Again: Tips for Public Companies

It’s Annual Reporting season again for most public companies. The Securities and Exchange Commission (SEC) has released numerous new disclosure obligations for the upcoming filing period. Companies should take the time to...more

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