SEC Staff Provides Guidance on CEO Pay Ratio Disclosure Rule

Corporate Governance Update

The Staff of the SEC’s Division of Corporation Finance published five new Compliance & Disclosure Interpretations (C&DIs) yesterday relating to the SEC’s CEO pay ratio disclosure rule required by the Dodd-Frank Act. The rule requires public companies to disclose the “pay ratio” between the CEO’s annual total compensation and the median annual total compensation of all other employees. The new C&DIs provide some clarity to companies as they prepare for compliance with the rule, including guidance relating to how companies identify a “median employee.” This Sidley Update summarizes the new C&DIs.

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Holly J. Gregory


+1 212 839 5853 John P. Kelsh


+1 312 853 7097 Thomas J. Kim


+1 202 736 8615 Corey Perry


+1 312 853 7797 Rebecca Grapsas


+1 212 839 8541 Claire H. Holland

Special Counsel

+1 312 853 7099

Sidley Corporate Governance Practice

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