As the 2025 proxy season ends, public companies have had to navigate a more nuanced and demanding disclosure environment. New disclosure requirements, such as Item 402(x) of Regulation S-K, and increased scrutiny of—and...more
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
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
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
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
The U.S. Securities and Exchange Commission (“SEC”) recently issued a press release announcing that it will host a public roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The event will...more
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
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
On May 16, 2025, the U.S. Securities and Exchange Commission announced that it will host a Roundtable on Executive Compensation Disclosure Requirements on June 26, 2025. SEC Chairman Paul S. Atkins issued a statement on the...more
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
A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below,...more
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
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
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
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
Key Takeaways - Executives and companies may deduct the cost of security benefits that meet certain requirements under the Treasury Regulations Public companies are generally required to disclose the cost of security...more
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
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
Although registrants have already had to comply with the Final Rules in annual reports, proxy statements and information statements beginning with the fiscal year ended on or after Dec. 16, 2022, registrants continue to have...more
As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more
On September 27, 2023, the U.S. Securities and Exchange Commission (the “SEC”) updated its compliance and disclosure interpretations (“C&DIs”) on pay versus performance disclosures (see the Regulation S-K C&DI page on the...more
The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more
Most reporting companies are required to provide pay versus performance disclosure in their 2023 proxy statements as a result of rules finalized by the Securities and Exchange Commission in September 2022....more
The SEC adopted three new rules in 2022 that significantly expand compensation committees’ agenda for this year. The rules cover pay versus performance, clawbacks and insider trading. Originally published in Corporate...more
In a series of 15 Compliance and Disclosure Interpretations (“C&DI”s), the U.S. Securities and Exchange Commission on Feb. 10, 2023 attempted to clarify certain questions that have arisen as reporting companies prepare their...more