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.

Please click here to view this Sidley Update in PDF format.

If you have any questions regarding this Sidley Update, please contact the Sidley lawyer with whom you usually work, or

Holly J. Gregory

Partner

holly.gregory@sidley.com

+1 212 839 5853 John P. Kelsh

Partner

jkelsh@sidley.com

+1 312 853 7097 Thomas J. Kim

Partner

thomas.kim@sidley.com

+1 202 736 8615 Corey Perry

Partner

cperry@sidley.com

+1 312 853 7797 Rebecca Grapsas

Counsel

rebecca.grapsas@sidley.com

+1 212 839 8541 Claire H. Holland

Special Counsel

cholland@sidley.com

+1 312 853 7099

Sidley Corporate Governance Practice

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