On February 10, 2023, CorpFin issued 15 Compliance and Disclosure Interpretations (C&DIs) to address issues arising in preparing the Pay Versus Performance disclosures adopted in August 2022.  Given that the new disclosures are required in proxy and information statements that include Regulation S-K Item 402 disclosures for fiscal years ending on or after December 16, 2022, the C&DIs are very timely!

In addition to other topics, the new C&DIs

• • Answer questions about the computation of tabular information required in pay versus performance disclosures;
  • Clarify that pay versus performance information is not required in Form 10-K;
  • Provide guidance for disclosing details of the adjustments to arrive at compensation actually paid; and
  • Discuss considerations in selecting financial performance measures.

As a reminder, in this post, you can find a template for preparation of pay versus performance disclosures from Gary Brown of Nelson Mullins.

As always, your thoughts and comments are welcome!