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Pay Ratio – The Time Has Come

Client memorandum | September 29, 2017

For anyone involved in the preparation of an issuer’s compensation disclosures as part of its annual proxy statement or Form 10-K filing, the time has come to tackle the “pay ratio” calculation and disclosure requirements. After an extended period in development and considerable public speculation in recent months about its fate, it is becoming increasingly clear that the implementation of the final pay ratio rules issued by the Securities and Exchange Commission (SEC) in August 2015 (the “Final Pay Ratio Rules”) will proceed on the currently scheduled timetable, with the first disclosures for calendar year issuers due in their next annual proxy statements (i.e., those to be filed, generally, in spring 2018). In light of the approaching compliance deadline, on September 21, 2017, the SEC and, separately, the SEC’s Division of Corporate Finance issued related guidance designed to aid companies as they work to comply with the Final Pay Ratio Rules. The latest guidance emphasizes the fact that many aspects of the rules are designed to provide flexibility in how issuers approach compliance with the pay ratio calculation and disclosure requirements and that there is the ability to use methods that are tailored to fit an issuer’s facts and circumstances.

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