Pay Versus Performance Disclosure Statement

Summary

This template sets forth a disclosure statement for proxy and other information statements required to contain executive compensation information as set forth in Item 402 of Regulation S-K, 17 C.F.R. § 229.402, in accordance with Item 402(v), Release No. 34-95607, 87 Fed Reg 55,134 (Sept. 8, 2022), for fiscal years ending on or after December 16, 2022. This template includes drafting notes and alternate and optional clauses. The disclosure is required for all reporting companies other than foreign private issuers, registered investment companies, and emerging growth companies (as defined in 15 U.S.C. § 77b(19)). 87 Fed. Reg. 55,137. For a listing of key content for proxy disclosure, see Proxy Statement and Annual Meeting Resource Kit and Executive Compensation Disclosure and Governance Resource Kit. For more information, see Pay Versus Performance. For more information on the SEC’s CD&Is on Pay Versus Performance (last updated November 23, 2023), see SEC Issues Guidance on Pay Versus Performance.