The SEC’s Division of Corporation Finance announced that it has updated sections of its Compliance & Disclosure Interpretations (C&DIs), which make up the Division’s interpretations for Regulation S-K. The revisions include new questions and answers in Section 128D and updates to certain sections of Section 228D of Regulation S-K.
New Questions and Answers
The update includes thirteen new questions (questions 128D.01 through 128D.13, consecutively) pertaining to Section 128D, Item 402(v)—Pay Versus Performance. The new questions addressed in this update include these topics and items, among others: Item 402, Form 10-K, equity award adjustments, pay versus performance tables and footnote disclosures, and calculating peer group total shareholder return. To view all of the recently added questions and answers, click the link below.
The Division also revised two segments of the guidance in Section 228D, Item 402(v)—Pay Versus Performance. The first segment, 228D.01, advises a registrant, in cases where the registrant changes its fiscal year during the period of time covered by the Item 402(v) Pay Versus Performance table, to: 1) provide the disclosure required by Item 402(v) for the stub period; and 2) refrain from adjusting figures to reflect a rate based on a full year or restating compensation. The second segment, 228D.02, is a scenario that provides guidance for a registrant emerging from bankruptcy and preparing its first Pay Versus Performance disclosure for inclusion in its 2023 proxy statement. For more detailed information on the two recently added guidance segments, click the link below.