From September through December 2022, the SEC issued a series of highly consequential final rules in the executive and equity compensation area.
• Pay for Performance Disclosure: Final rules under Dodd-Frank Act Section 953(a) requiring disclosure of the relationship between executive compensation actually paid by a company and the company's financial performance, which are effective now!
• Compensation Clawbacks: Final rules under Dodd-Frank Act Section 954 requiring companies to adopt and disclose detailed and comprehensive compensation recovery policies.
• Rule 10b5-1 Trading Arrangements of Insiders: The SEC adopted final rules adding significant new conditions on the availability of the affirmative defense under Exchange Act Rule 10b5-1 trading plans, which will require action by companies and executives alike.
• Spring-loading and Bullet-dodging Awards: The SEC adopted final rules; we will discuss scope, required SEC reporting and best practices.
• Recent Changes to SEC Forms: Amendments to Forms 4 and 5, Form 144, and Form N-PX, and new Proxy Statement reporting requirements.
• New Stock Buyback Rules: The proposal would enhance transparency around stock repurchases, including by requiring daily reports of stock repurchases on a new Form SR and expanding the disclosure required regarding repurchases in periodic reports, including a requirement for use of Inline XBRL.
Speaker:
Michael Melbinger, JD
Mike Melbinger is an author and editor for CCR Corp. and Wolters Kluwer. Most of you know him as the author of Melbinger’s Compensation Blog, the most widely read source for current information and analysis on compensation, compliance, and governance topics. Mike retired in January 2021 after 38 years of advising boards of directors, compensation committees, and senior executives on executive and director compensation, human capital management, regulatory compliance, and corporate governance, 24 of those years as chair of the Executive Compensation and Employee Benefits Practice Group of the law firm of Winston & Strawn.
He authored and now updates the authoritative treatise, Executive Compensation, from Wolters Kluwer, now in its 3rd Edition. He also is an Adjunct Professor of Law at the Northwestern University School of Law and the University of Illinois College of Law.