Benefits Blast

As the 2026 proxy season approaches, companies should be mindful of developments in required executive compensation disclosures and related issues that may arise as they prepare proxy statements. This alert surveys key developments and provides specific action items for companies to consider.

As discussed in prior blog posts, on June 9, 2023, the Securities and Exchange Commission (the SEC) approved listing standards promulgated by the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) regarding the recovery of erroneously awarded incentive-based compensation, referred to as “clawbacks.” 

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted long-anticipated final rules implementing the pay versus performance disclosure requirements mandated by Section 935(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act more than a decade ago with its addition of Section 14(i) to the Securities Exchange Act of 1934. The SEC had initially released proposed rules in April 2015 and reopened the comment period in January of this year. The purpose of the disclosures is to give investors a clearer picture of how compensation “actually paid” by companies to their top executives aligns with the companies’ financial performance.