“We are drowning in information, while starving for wisdom.” —E.O. Wilson1
On April 29, the Securities and Exchange Commission announced its proposal to add a new Item 402(v), captioned “Pay versus Performance,” to Regulation S-K.2 The SEC announced the proposed rule pursuant to Dodd-Frank Section 953(a).3 Section 953(a) directs the SEC to adopt rules requiring that proxy statements and certain “consent solicitation material”4 provide “information that shows 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.” This is in addition to information already provided under Item 402 of Regulation S-K.
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