How to Prepare the “Summary Compensation Table” for the Proxy

As part of your proxy statement filed with the SEC, you will include a “summary compensation table” – this is the grandmama of the six tables in your proxy that provide executive pay data about your “Named Executive Officers” as required by Item 402(c) of Regulation S-K.

At the 4:54 mark, our guests – Davis Polk’s Kyoko Takahashi Lin and McKesson’s Laura Heiman – join us to explain:

1. How important is the summary compensation table to drafting the CD&A?
2. What is the process of putting this the summary compensation table together? Do you have to fill out all the other tables first to figure out what goes in here?
3. Can you explain each column in the summary compensation table?
4. What narrative disclosures might be necessary for the summary compensation table?
5. What do alternative summary compensation tables look like? How common are they?
6. What are common areas where people make mistakes in their summary compensation table?

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• Corporate Governance
• Proxy Season
• Executive Pay
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• Sustainability/E&S
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