One More New CDI

News Brief

By Cydney Posner

Here's another newly revised CDI added to the list after the initial list was posted:

Regulation S-K

Instruction 2 to Item 402(c)(2)(iii) and (iv) provides that companies are to include in either the Salary or Bonus column, as applicable, any amount of salary or bonus forgone at the election of the NEO in favor of receipt of stock, equity-based, or other forms of non-cash compensation. Where the value of the stock, equity-based or other form of non-cash compensation is the same as the amount of salary or bonus foregone, the amounts are reported only in the Salary or Bonus column and not in any other column of the SCT. The result would be different if the amount of salary or bonus foregone were less than the value of the equity-based compensation received in lieu of the salary or bonus, or if the agreement pursuant to which the NEO had the option to elect settlement in stock or equity-based compensation was within the scope of FAS123R (e.g., the right to stock settlement is embedded in the terms of the award). In the former case, the incremental value of the equity award would be reported in the Stock Awards or Option Awards columns, and, in the latter case, the award would be reported in the Stock Awards or Option Awards columns. In both of these cases, the amounts reported in the Stock Awards and Option Awards columns would be the grant date fair value of the equity award. Include footnote disclosure regarding the circumstances of the awards. Appropriate disclosure about equity-based compensation received instead of salary or bonus must be also provided in the Grants of Plan-Based Awards Table, the Outstanding Equity Awards at Fiscal Year End Table and the Option Exercises and Stock Vested Table.

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