Alston & Bird LLP presented a webcast on understanding the new disclosure requirements. The SEC's recent amendment of S-K Item 402 marked the first major overhaul of executive and director compensation disclosure requirements in nearly 15 years. These new rules place a greater emphasis on the disclosure of total compensation and the relationship among the company's compensation philosophy, corporate performance and executive pay. In addition to modifying and expanding the traditional tabular disclosures, the new rules replaced the former Compensation Committee Report with a new Compensation Discussion and Analysis (CD&A), a plain-English discourse that forms the cornerstone of the new disclosure regime. It is critical to develop an understanding of these new rules and to create a plan for preparing next year's proxy statement.
We also discussed important changes to Form 8-K, the new related-person transaction reporting requirements under S-K Item 404, and the manner in which the new disclosure requirements address the much-publicized focus on option grant practices.
Thursday, August 31, 2006
12:30pm - 1:30pm