The Securities and Exchange Commission proposed amendments to Item 402 of Regulation S-K that would limit named executive officers to the principal executive and principal financial officers, replace the four main pay tables with three new ones, and make the Compensation Discussion and Analysis section principles-based with three required topics instead of a list of 15 examples. The proposal would also limit the pay ratio rule’s median employee population to US full-time employees, calculated every five years, and simplify pay-versus-performance disclosure by replacing the compensation actually paid calculation with total compensation earned.
Chairman Paul S. Atkins said the amendments aim to elicit more informative disclosure rooted in materiality and to reduce compliance burdens where there is no commensurate benefit for investors. The public comment period will remain open for 60 days after the proposing release is published in the Federal Register.