Implementation of Pay Ratio Disclosure Requirement Not Expected to Be Delayed
On September 15, at the ABA Business Law Section Annual Meeting, the Securities and Exchange Commission (SEC) Division of Corporation Finance (Division) Director Bill Hinman provided remarks on various matters, including the Division’s focus on capital formation-related matters. Of particular note, Director Hinman indicated that he expects that Item 402 of Regulation S-K (the Pay Ratio Disclosure Rule) will take effect as planned and, accordingly, will be effective with respect to compensation paid in fiscal years beginning on or after January 1, 2017 (which would be, for calendar year-end issuers, an issuer’s proxy statement for its 2018 annual meeting of stockholders). Also, as indicated by Director Hinman, on September 21, the Division issued further guidance regarding compliance with the Pay Ratio Disclosure Rule, including as to the use of sampling and estimation. We plan to summarize this guidance next week.