Proxy Season High: How to Handle Pay for Performance Disclosures

Last August, the SEC issued a release adopting new pay-versus-performance (pay-for-performance) rules on proxy disclosures for principal executive officers (PEOs) and other named executive officers of companies with reporting obligations under Section 12 of the Exchange Act and subject to the SEC's Section 14 proxy rules. Starting for fiscal years ending on or after December 16, 2022, disclosure of pay-versus-performance information must be made in any proxy or information statement for any annual or special meeting for which Item 402 disclosure is required. Like the Compensation, Discussion, and Analysis (CD&A) section of the proxy, tables are required for the pay-versus-performance disclosures. Learn more by reading this practice note and refer to our template in the Related Content section for presentation of your pay-versus-performance proxy disclosure.  

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Related Content

• Pay Versus Performance Disclosure Statement 
  Use this template to create your Pay Versus Performance (PVP) proxy disclosure, as required for all reporting companies other than foreign private issuers, registered investment companies, and emerging growth companies. The PVP disclosure may be provided within the CD&A of the proxy statement or as a separate section of the proxy.

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