SEC Proposes Pay-Versus-Performance Rule
On April 29, 2015, the Securities and Exchange Commission (“SEC”) issued proposed rules to implement the Dodd-Frank Act requirement that issuers disclose in any annual proxy or consent solicitation the relationship between executive compensation actually paid and the financial performance of the issuer, “taking into account any change in the value of the shares of stock and dividends of the registrant and any distributions.” In the SEC’s view, this disclosure requirement is “intended to provide shareholders with information that will help them assess a registrant’s executive compensation when they are exercising their rights to cast advisory votes on executive compensation.”