From the SEC's press release here:
The Securities and Exchange Commission today voted to publish for comment proposed rules that would amend disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters, and security ownership of officers and directors. The proposed rules would affect disclosure in proxy statements, annual reports and registration statements. The proposals would require most of this disclosure to be provided in plain English. The proposals also would modify the current reporting requirements of Form 8-K regarding compensation arrangements.
Under the proposal, executive compensation disclosure would be organized into three broad categories: (1) compensation over the last three years; (2) holdings of outstanding equity-related interests received as compensation that are the source of future gains; and (3) retirement plans and other post-employment payments and benefits.
Highlights of the proposal:
Also, here are some excerpts from Chairman Cox's comments in his Opening Statement yesterday:
(1) ". . . Our purpose here today is to help investors keep an eye on how much of their money is being paid to the top executives who work for them. Today's open meeting marks the first time in 14 years that the Commission has undertaken significant revisions of its rules for executive compensation. Simply put, our rules are out of date. It's high time we updated the rules on executive compensation. To that end, the staff of the Division of Corporation Finance is recommending proposed changes to the current regime of executive and director compensation disclosure to do just that. . . "
(2) ". . . We want investors to have better information, including one number-a single bottom line figure-for total annual compensation. That single figure will include a more accurate representation of perquisites. Currently, companies are required to report a lump sum if an executive's perks are more than $50,000, or 10 % of his or her salary and bonus. And under current rules, an individual perk has to be reported only if it represents more than 25% of all the perks that an executive receives. Under the proposal, perquisites must be itemized if they total $10,000 or more.. . "
(3) ". . . The proposed new rules would also improve the disclosure of retirement benefits. New tables would outline the defined-benefit and defined-contribution retirement plans of top officers. There would also be detailed descriptions of payments that could be made if an executive is terminated. Those disclosures aren't required under our current rules.. . "
Broc Romanek at CorporateCounsel.net Blog has comments regarding the proposals. Also, Michelle Leder at Footnoted.org attended the open meeting and has a Fact Sheet summarizing the proposals which is posted here.