On August 25, 2022, the Securities and Exchange Commission (“SEC”) adopted rules that amend Item 402 of Regulation S-K to require reporting companies to disclose information detailing the relationship between a company’s financial performance and executive compensation that was “actually paid” by the company over a five-year period (the relationship is referred to herein as “Pay Versus Performance”). The Pay Versus Performance rules were originally proposed in 2015 to implement the pay versus performance requirement in the Dodd-Frank Act and the SEC reopened the comment period for the proposed rules in 2022. The final rules will be effective for proxy statements filed in 2023 for calendar year-end companies. READ MORE