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The 2007 Proxy Season
On July 26, 2006, the Securities and Exchange Commission ('SEC') formally adopted new executive compensation disclosure requirements under Item 402 of Regulations S-K ('Item 402'). With the ink barely dry, the SEC on Dec. 22, 2006, modified the reporting requirements related to stock options and stock awards on the Summary Compensation Table, the Director Compensation Table and the Grants of Plan Based Award Table (the 'Item 402 Amendment').
The new rules significantly increase the required disclosure for the 2007 proxy season and ensure that there will be plenty of interesting reading for shareholders, executives and regulators. The new SEC executive and director compensation reporting requirements will likely have a significant effect on executive compensation for many years to come as companies and executives digest the impact of the new disclosure requirements and adjust compensation policies in connection with shareholders reactions. After providing some background, this article discusses two of the most significant changes introduced by the new disclosure rules: the fair value reporting of equity awards and the quantitative disclosure of potential payments to named executive officers (NEOs) upon a change in control (CIC).
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