Item 402 of Reg. S-K Compliance When Drafting the Proxy Statement

Summary

This practice note discusses key requirements and related instructions in Item 402 (17 C.F.R. § 229.402) of Regulation S-K, the principal rule prescribing the executive compensation disclosure to be included in documents filed by public companies, or registrants, with the Securities and Exchange Commission (SEC). Item 402 prescribes the persons about whom disclosure is required and the types of compensation required to be disclosed, and provides detailed instructions for the applicable narrative or tabular presentation of all disclosure items.