SEC proposes new total compensation disclosure rules 

September 27: The Securities and Exchange Commission (SEC) recently voted to propose new rules required by the Dodd-Frank Act that would require issuers to disclose the total compensation of their chief executive officer (CEO) compared with other employees.

The 3-2 vote set the stage for the SEC to require issuers to disclose:


  • The median total annual compensation of all employees (excluding the CEO)
  • The annual total compensation of the CEO
  • The ratio of the median of the annual total compensation of all employees to the CEO’s annual total compensation

All issuers, except for emerging growth companies, smaller reporting companies, and foreign private issuers, would have to disclose this information in filings that require executive compensation disclosure (e.g., annual reports on Form 10-K and proxy statements).


Read a September 2013 report [PDF 95 KB] prepared by KPMG LLP: Defining Issues: SEC Proposes Pay Ratio Disclosure Rules




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