CD&A Drafting

Summary

This practice note provides guidance for preparing the compensation discussion and analysis (CD&A) section of proxy and information statements. The CD&A, the requirements for which are in Item 402(b) (17 C.F.R. § 229.402) of Regulation S-K, is intended to (1) discuss the material elements of a registrant's compensation of its named executive officers (NEOs), (2) provide a general overview of a registrant's overall compensation program, and (3) disclose material information necessary for an understanding of the registrant's compensation policies and decisions regarding its NEOs. The CD&A serves a similar purpose for compensation disclosure as that served for financial disclosure by the management's discussion and analysis of financial condition and results of operations (MD&A) section of registration statements and periodic reports filed with the U.S. Securities and Exchange Commission (SEC).