executive compensation

SEC Proposes Rules Requiring Companies to Adopt Clawback Policies on Executive Compensation

On July 1, the Securities and Exchange Commission proposed rules directing national securities exchanges and associations to establish listing standards requiring companies to adopt policies that require executive officers to pay back incentive-based compensation that they were awarded erroneously.  Recovery would be required without regard to fault.  The proposed rules would also require disclosure of listed companies’ recovery policies, and their actions under those policies.  The comment period for the proposed rules will be 60 days after publication in the Federal Register.  Release.

SEC Proposes Rules to Require Disclosure Regarding the Relationship Between Executive Pay and Company Financial Performance

On April 29, the Securities and Exchange Commission published proposed rules that would require companies to disclose the relationship between executive compensation and the financial performance of the company, as well as how the company compares to members of its peer group.  Comments to the proposed rule are due 60 days after publication in the Federal Register.  ReleaseProposed Rule.

SEC Proposals for Executive Compensation and Golden Parachutes

On October 18, the SEC proposed rules: (i) to enable shareholders to cast advisory votes on executive compensation and “golden parachute” arrangements and (ii) to require institutional investment managers to file with the SEC their votes on say-on-pay, frequency of say-on-pay votes, and golden parachute arrangements.  Comments on the proposed rules must be submitted by November 18. SEC Release. SEC Proposed Rule 1. SEC Proposed Rule 2.