SEC Issues Proposed Rules for “Pay-Versus-Performance”

07/16/2015

The U.S. Securities and Exchange Commission (the “SEC”) has issued Proposed Rules (the “Proposed Rules”) to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, addressing what has been commonly referred to as “pay-versus-performance.” The Proposed Rules are intended to provide shareholders of public companies with more information when making decisions regarding voting in director elections and on say-on-pay or other executive compensation-related proposals. Under the Proposed Rules, public companies would be required to describe the compensation actually paid to the company’s principal executive officer (“PEO”) and other named executive officers (“NEOs”) and its relationship to the company’s cumulative total shareholder return, as well as how the company’s cumulative total shareholder return compares to that of the company’s peer group.

To read the full alert, click on the PDF linked below.

SEC-Issues-Proposed-Rules-for-Pay-Versus-Performance.pdf

If you have any questions about this topic, please contact a member of our Capital Markets and Securities Practice Group.

Ryan Cox
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ryan.cox@haynesboone.com

Kendall Hollrah
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Greg Kramer
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Bill Nelson
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Bruce Newsome
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bruce.newsome@haynesboone.com

Greg Samuel
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Jan Sharry
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janice.sharry@haynesboone.com

Rick Werner
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Marc Folladori
713.547.2238
marc.folladori@haynesboone.com

 


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