On February 16, 2010, the SEC staff updated its Regulation S-K Compliance and Disclosure Interpretations (CDIs). Four of the CDIs involved executive compensation disclosure under Item 402, while the other two addressed compliance with the new proxy enhancement rules. Specifically these CDIs:

  • provide transitional guidance regarding the scope of executive compensation disclosure required for companies filing a Form S-1 registration statement before they are scheduled to file their annual report on Form 10-K
  • clarify that when an equity award is granted and subsequently has its vesting accelerated in the same fiscal year that both the original grant date fair value and the incremental fair value resulting from the acceleration are to be considered part of total compensation for purposes of determining “named executive officer” status and both amounts should be reported in the appropriate equity award column of the Summary Compensation Table
  • confirm that when an NEO elects, after the end of the performance period, to settle an annual incentive award in stock that the award should be treated as a non-equity incentive plan award for purposes of the Summary Compensation Table and the Grants of Plan-Based Awards Table, with footnote disclosure of the stock settlement
  • state that annual incentive awards where NEOs, pursuant to an embedded stock settlement feature, have the ability to elect to settle the award in shares of the company’s stock or in cash should be reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table for the year for which the award was earned (even if not granted or paid in such year) and that it should be reported based on the form of consideration elected by the NEO
  • confirm that the date on which the shareholder meeting ends is the triggering event for an Item 5.07 Form 8-K; consequently, day one of the four-business-day filing period is the day after the date on which the shareholder meeting ends
  • confirm that Item 401(e) disclosure regarding why a director has been selected to serve on the board of directors is not required for any director whose term of office as a director will not continue after the meeting