Alert October 08, 2013

Goodwin Procter Alert: SEC Issues Proposed "Pay Ratio" Disclosure Rules

Goodwin Procter’s ERISA & Executive Compensation Practice issued a client alert that discusses the proposed “Pay Ratio” disclosure rules recently issued by the SEC.  Under the proposal, any filing by a public company required to include executive compensation disclosure under Item 402 of Regulation S-K would have to disclose the ratio of (i) the median of annual total compensation for all employees other than its principal executive officer to (ii) the annual total compensation of its principal executive officer.  The proposal also includes guidance on determining the median of annual total compensation for all employees.  Emerging growth companies, smaller reporting companies, foreign private issuers and certain other filers, such as registered investment companies, would be exempt from the proposed disclosure requirements.