Today’s column discusses the increasing quantity of executive pay information contained in proxy statements. This information is required by the proxy rules under SEC Regulation 14A (with many detailed requirements contained in Item 402 of Regulation S-K) and also is provided by registrants in explanations of their executive pay programs accompanying the required disclosures. The continuing increase in the amount of disclosure required in proxy statements has been dramatically illustrated by four new disclosure rules adopted or proposed in 2015. The column concludes by recommending that much of the information be removed from the proxy statement and, instead, be provided as an exhibit to registrants’ annual reports on Form 10-K.
The chart on this page shows the average number of pages in proxy statements covering executive compensation for seven major U.S. public corporations at 20-year intervals starting with 1955 and ending with 2015. This group of companies was selected as being a reasonable sample of major U.S. public companies.1 Since 1955, the average has increased tenfold and the rate of increase is accelerating. From 1955 to 1975 and from 1975 to 1995, the average approximately doubled during each of these intervals. From 1995 to 2015, the average quadrupled.
Rules Adopted or Proposed
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