Compliance officers take note: The Securities and Exchange Commission updated their rulemaking deadline schedule last Friday, postponing its target dates on some of the Dodd-Frank Act's rules. Of significance are the delays under Section 953 and 955, which include provisions on pay-for-performance, pay ratios, and hedging by employees and directors, as well as Section 954 regarding the executive compensation clawback provision. The deadline has been pushed back to between January and June of next year, which means companies will not see many changes in the next proxy season to the method they will need to disclose their pay practices that are not already covered under the SEC's compensation discussion and analysis requirement.
Law firm Davis Polk & Wardwell said in a statement, “The SEC Website contains a schedule of Dodd-Frank rulemaking, which has been helpful but at times confusing when the schedule is updated with little notice ... The real question is whether any of the executive compensation disclosure rules will apply to the 2012 proxy season.”
In addition, the law firm said although it is unlikely all the pending rules will apply to the next proxy season, some may recall that the final say-on-pay rules were adopted in late January of this year. “We may be in for a repeat of the same last-minute developments this upcoming season.”
The new updated schedule on the SEC's agenda includes:
(August to December 2011)
Corporate Governance & Disclosure
951: Adopt rules regarding disclosure by institutional investment managers of votes on executive compensation
952: Adopt exchange listing standards regarding compensation committee independence and factors affecting compensation adviser independence; adopt disclosure rules regarding compensation consultant conflicts
1502: Adopt rules regarding disclosure related to “conflict minerals”
1503: Adopt rules regarding disclosure of mine safety information
1504: Adopt rules regarding disclosure by resource extraction issuers
953 and 955: Propose rules regarding disclosure of pay-for-performance, pay ratios, and hedging by employees and directors
954: Propose rules regarding recovery of executive compensation
(January to June 2012)
Corporate Governance & Disclosure
953 and 955: Adopt rules regarding disclosure of pay-for-performance, pay ratios, and hedging by employees and directors
954: Adopt rules regarding recovery of executive compensation
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