The SEC has revised its Dodd-Frank Act rulemaking timeline, pushing back its estimate of when it will issue proposed rules. Release of proposed rules has been pushed back from April-July to August-December for the following topics:

  • Pay-for-Performance Disclosure (Section 953) – requires additional disclosure regarding how compensation is related to financial performance
  • Pay Ratios (Section 954) – discloses the ratio between the CEO’s total compensation and the median total compensation for all other company employees
  • Clawback Policies (Section 954) – requires the Commission to direct the exchanges to prohibit the listing of securities of issuers that have not developed and implemented compensation clawback policies
  • Hedging Policies (Section 955) – requires additional disclosure about whether directors and employees are permitted to hedge any decrease in the market value of the company’s stock

With the new estimated timeframes for these four proposals, it is possible that these rules may not be finalized for the 2012 proxy season.