On July 1, 2015, the Securities and Exchange Commission (SEC) proposed rules relating to compensation clawback policies. The rules, if adopted, would implement the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd Frank) by directing national securities exchanges and associations, such as the NYSE and Nasdaq, to adopt listing standards that would require listed companies to develop and implement compensation clawback policies.

Under the proposed rules, listed companies would be required to have written compensation clawback policies that require the recoupment of certain incentive-based compensation received by current or former executive officers. The listing standards would also require companies to make certain disclosures about their clawback policies. The listing standards would generally apply to all issuers with a class of securities listed on a national securities exchange or association, including foreign private issuers, controlled companies, smaller reporting companies and emerging growth companies.