New Proxy Requirements for 2018: Pay Ratio Disclosure Rule

In planning for the upcoming proxy season, public companies must address several new developments in the regulatory landscape.

On Sept. 21, 2017, the SEC issued new Compliance and Disclosure Interpretations (C&DIs) to help companies in complying with the pay-ratio disclosure requirement mandated by Dodd-Frank. The new guidance clarifies the methodologies companies may use to calculate the ratio of median employee to CEO compensation. The guidance confirms there will be no rollback of the requirement under the new administration and that most companies must comply starting Jan. 1, 2018.

Proposed tax reform might impact how executives’ compensation packages are structured and reflected in the pay-ratio calculation going forward.

Listen as our authoritative panel examines the pay ratio disclosure rule and best practices for compliance, including sample disclosures and alternate models and ratios which companies might use in the pay ratio calculation. The panel will also discuss other proxy and reporting requirements new for 2018.

1. Proxies—new developments for 2018
2. The pay ratio disclosure rule under Dodd-Frank
   1. New SEC guidance
   2. Methodologies for calculation—sample forms
3. Effect of tax proposals on executive pay calculation

The panel will review these and other key issues:

• What is the significance of the new SEC guidance on pay ratio disclosure?
• What methods of determining the median employee should companies consider using given their employee profile?
• What are some of the issues that companies may encounter in complying with the pay ratio disclosure rules and possible solutions?
• How should the pay ratio and methodology used to determine the median employee be reflected in the proxy statement?
• How might pay ratio calculations be effected by proposed tax reform?