Davis Polk has submitted a comment letter following the SEC’s Roundtable on Executive Compensation Disclosure Requirements. The comment letter addresses the concerns raised by SEC commissioners and panelists at the Roundtable and the intersection between other securities rules and executive compensation. 

In the letter, Davis Polk requests that the SEC reconsider:

  • existing executive compensation disclosure regulations under Item 402, particularly with respect to the determination of named executive officers, the Compensation Discussion & Analysis, the Summary Compensation Table and associated compensation tables
  • the rules that were promulgated under Sections 953 and 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, specifically, the pay versus performance rule set forth in Item 402(v), the clawback rule under Section 954 of Dodd-Frank and the pay ratio rule set forth in Item 402(u)
  • other existing disclosure and offering rules relating to executive compensation, specifically, the rules relating to Related Person Transactions, Item 5.02

Read the letter  

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