SEC Reopens Comment Period on Rule to ‘Clawback’ Erroneously Awarded Compensation

The Securities and Exchange Commission today said it would reopen the comment period on a previously issued proposal to implement Section 954 of the Dodd-Frank Act, which relates to listing standards for the recovery or “clawback” of erroneously awarded compensation. Comments will be due 30 days after publication in the Federal Register.

Among other things, the proposal would require national securities exchanges and associations to establish listing standards that would require listed companies to adopt and comply with a policy to recover compensation awards that are based erroneously reported financial results that later must be restated; delineate the incentive-based compensation that is subject to recovery; and require each listed company to provide disclosure about its recovery of excess incentive-based compensation.

This proposal is separate from a joint proposal (not yet adopted) that was issued by six federal financial regulatory agencies in 2016 that would prohibit incentive-based compensation arrangements for executives that could encourage excessive risk-taking behavior, which also included a clawback provision.