How to Draft “Compensation Committee Disclosure” for the Proxy

Our guest – Hunton Andrews Kurth’s Scott Kimpel explains what disclosures are required by Item 407 of Regulation S-K in the proxy statement about compensation committees, including:

1. Let’s start with the “compensation committee report” in the proxy? What’s the required form of it?
2. How is the liability for that different than the other disclosure in the proxy?
3. What’s the relationship of this report to the CD&A?
4. What’s required to be disclosed about the compensation committee members under Item 407 of Regulation S-K? Their independence or interlocks?
5. How about disclosure about the compensation committee’s role – and their charter?
6. What’s supposed to be disclosed about the role of the compensation consultant?
7. What about the independence – or any conflicts of interest of the consultant?
8. Or if they just provide guidance on broad-based non-discriminatory plans?
9. What disclosure of the comp consultant’s fees?
10. Is the consultant supposed to review or consent to the disclosure?
11. What’s the relationship of this disclosure to the CD&A?

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