Vol. 51, No. 11
The new proxy disclosure rule's "tabular disclosures" consist of the following tables:
Summary Compensation Table: This section discloses salary; bonus; stock awards; option awards; non-equity incentive plan compensation; change in pension value and non-qualified deferred compensation above-market earnings; all other compensation (including perquisites, if their aggregate value exceeds $10,000); and the total of the other columns in the table. The rules provide additional guidance on calculations of most of those components.
Additionally, a Grants of Plan-Based Awards Table, which discloses grants to named executive officers during past fiscal year on a grant-by-grant basis, provides supplemental disclosures.
Outstanding Equity Awards at Fiscal Year-End Table: Discloses outstanding equity awards held by named executive officers, including out-of-the-money awards, on a grant-by-grant basis for stock option and similar awards and on an aggregate basis for nonvested stock and equity incentive plan awards.
Option Exercises and Stock Vested Table: This section discloses the options exercised and stock awards that vested for each named executive officer during the last fiscal year on an aggregated basis.
Pension Benefits Table: This section discloses for each named executive officer, each pension plan that provides him/her benefits, the number of years of credited service (if different from actual years of service, footnote must explain) under the plan, the actuarial present value of the accumulated benefits under the plan, and the dollar amount of any payments and benefits paid during the last fiscal year.
Nonqualified Deferred Compensation Table: For the last fiscal year, this section discloses the executive's and company's contributions, aggregate earnings, aggregate withdrawals/distributions, and aggregate balance at fiscal year end.
Director Compensation Table: discloses compensation paid to each director in a format substantially similar to that of the new Summary Compensation Table, except instead of a salary and bonus column, there is a "fees earned" or "paid in cash" column.
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