On April 29, 2015, the SEC published the anticipated pay versus performance proposed rules. The rules are in the comment period and will not be effective until the SEC publishes final rules. Although timing is unclear, some commentators believe the new rules will be implemented as soon as the 2016 proxy season.
The proposed rules require companies to clearly and concisely disclose the relationship between executive compensation actually paid and the financial performance of the company, taking into account any change in the value of the shares of stock and dividends of the registrant and any distributions. The new proposed disclosure requirements will not apply to emerging growth companies or foreign private issuers. In addition, smaller public companies will have a scaled back disclosure requirement.
The proposed new rules implement Section 14(i) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and as added by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”)