The SEC’s Enhanced Human Capital Disclosure Requirement: What Companies Should Know

The Securities and Exchange Commission (SEC) recently announced a new human capital disclosure requirement for public companies to “reflect the many changes in our capital markets and the domestic and global economy in recent decades.” Over the past several years, human capital has become increasingly important to investors. “Human capital” generally refers to the value of a company’s workforce, which is often influenced by a company’s policies and procedures related to recruitment, retention, training, development, health and safety, diversity and inclusion, and culture. Investors see human capital as an essential component in creating long-term shareholder value and have increasingly prioritized strong human capital practices.

Code Section 409A and You: The IRS Issues New Guidance

Earlier this summer, the Internal Revenue Service (IRS) issued proposed regulations under Sections 409A and 457 of the Internal Revenue Code (the Proposed Regulations) that modify the final regulations issued on April 17, 2007 (the Final Regulations). The Proposed Regulations include new and clarifying provisions that will affect how employers design and operate their nonqualified deferred compensation plans. Primarily, these changes clarify rules relating to (1) income inclusion, (2) exemptions from Section 409A, and (3) opportunities for acceleration and deferral of payments.

FAQs on the SEC’s Proposed Clawback Rule

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) proposed a rule directing national securities exchanges and associations to establish listing standards that require public companies to adopt and enforce a written executive compensation clawback policy. In particular, the rule would require current and former executive officers to pay back incentive-based compensation that they would not have received based on a material accounting restatement by the company. The proposed rule would implement Section 954 of the Dodd-Frank Act.