The U.S. Securities and Exchange Commission (the “SEC”) has issued Proposed Rules (the “Proposed Rules”) to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, addressing what has been commonly referred to as “pay-versus-performance.” The Proposed Rules are intended to provide shareholders of public companies with more information when making decisions regarding voting in director elections and on say-on-pay or other executive compensation-related proposals. Under the Proposed Rules, public companies would be required to describe the compensation actually paid to the company’s principal executive officer (“PEO”) and other named executive officers (“NEOs”) and its relationship to the company’s cumulative total shareholder return, as well as how the company’s cumulative total shareholder return compares to that of the company’s peer group.

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