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SEC Staff Updates Guidance on Disclosure of Non-GAAP Financial Measures

On December 13, 2022, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) updated its guidance on registrants’ disclosure of non GAAP financial measures (“non-GAAP measures”) – numerical measures of a registrant’s historical or future financial performance, financial position or cash flows that exclude amounts included in, or include amounts excluded from, the most directly comparable measure calculated under the generally accepted accounting principles (“GAAP”) used in preparing the registrant’s financial statements.

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SEC Adopts Final Pay versus Performance Disclosure Rule


Time to Read: 1 minutes Practices: Securities & Public Companies, Executive Compensation & Employee Benefits

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On August 25, 2022, the Securities and Exchange Commission (SEC) finalized its long-delayed pay versus performance disclosure rule, as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). The final rule requires public companies (with certain exceptions) to describe the relationship between the compensation “actually paid” to their named executive officers (NEOs) and the financial performance of the company, generally over a five-year period. The rule is effective for proxy and information statements for fiscal years ending on or after December 16, 2022 and will be implemented through a new Item 402(v) of Regulation S-K.

In this Alert, we describe the scope and application of the final rule.

Click here to read the full Alert.

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