![]() During the 2022 proxy season, the say-on-pay proposal at most companies once again SRCs will not have to comply with the XBRL requirement until the third annual filing containing pay versus performance disclosure.įor additional information regarding pay versus performance, see our Legal Update “SEC Adopts Pay Versus Performance Disclosure Rule,” dated August 31, 2022. The footnotes and description of the relationship may be tagged using block-text tags, while individual data points must be separately tagged. The pay versus performance table, footnotes and related disclosures all must be separately tagged using Inline XBRL. SRCs would only need to provide information for two years for the first filing required for years ending on or after December 16, 2022, with a third year added in their next annual proxy or information statement that requires executive compensation disclosure. In each of the two subsequent years, another year of disclosure would be added. ![]() ![]() The general phase-in for the rule will require pay versus performance disclosure for three years in the first proxy or information statement in which such disclosure is required for all companies, other than SRCs, for fiscal years ending on or after December 16, 2022. ![]() Newly reporting companies do not need to include pay versus performance information for fiscal years prior to their first completed fiscal year as a reporting company. The new table will eventually contain data for five years, except that smaller reporting companies (SRCs) are permitted to provide three years of data.
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