on.We note that you include [Revenue, Adjusted Operating Income, and Adjusted EBITDA as your Company-Selected Measures]. Regulation S-K Item 402(v)(2)(vi) permits you to designate only one Company-Selected Measure, which, in your assessment, “represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by [you] to link compensation actually paid to [your] named executive officers, for the most recently completed fiscal year, to company performance.” Please ensure that you include only one Company-Selected Measure in the pay versus performance table.You may elect to provide in the table one or more performance measures in addition to the Company-Selected Measure, provided that the disclosures about those measures “may not be misleading or obscure the required information, and the additional performance measures may not be presented with greater prominence than the required disclosure.” See Pay Versus Performance, Release No. 34–95607 (Apr. 29, 2015) [87 FR 55134 (Sept. 8, 2022)] at 55159.Note that each additional measure must also be accompanied by a clear description of the relationship between executive compensation actually paid to your PEO and, on average, to the other named executive officers and that measure, across the fiscal years presented. See Regulation S-K Item 402(v)(5)(iv).Must use net income (loss) as reported in GAAP financials in PvP table, not a variation of that line item; clearly describe the relationship between net income and compensation actually paid.It appears that you have included as net income in column (h) of your pay versus performance table amounts equal to[the net income attributable to [name of company][Income (Loss) from Continuing Operations]for each year covered by the table. Please include net income (loss), as reported in your audited GAAP financial statements, in column (h) for all years covered by the table as required by Regulation S-K Item 402(v)(2)(v). Refer to Regulation S-K Compliance and Disclosur

On August 25, the Securities and Exchange Commission (“SEC”) adopted the final rules that require a public company to disclose the relationship between the compensation of its top executives and the company’s financial performance. 87 Fed. Reg. 55134 (Sept. 8, 2022). The “pay-versus-performance” rule is the most recent set of rules issued by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in 2010.In April 2015, the SEC proposed amendments to the pay-versus-performance requirement, and in January 2022, reopened the comment period for the proposed rules (“Reopening Release”) where they considered adopting additional disclosure requirements. We previously discussed the proposed pay-versus-performance rule in our May 1, 2015 client update, available here. While closely resembling the proposed rules in most respects, the final rules include several important changes identified below. The following is a brief summary of the 64 pages of Federal Register content.New Pay-Versus-Performance TableThe final rules require public companies to include in their annual proxy or information statements a new table setting forth the following information for each of the last five fiscal years. The first fou