Compensation Committee and Consultant Disclosure Requirements

Summary

This practice note discusses disclosure requirements for compensation committees and compensation committee consultants under Item 407(e) (17 C.F.R. § 229.407) of Regulation S-K. Compensation committee and consultant disclosure is required in proxy and information statements and annual reports on Form 10-K. This practice note provides practical guidance in preparing this disclosure in compliance with Item 407(e), including with respect to describing the compensation committee, committee charter provisions, committee interlocks, insider participation, the compensation committee report, and the role of compensation consultants in determining or recommending the amount or form of executive and director compensation.