The Advisors' Blog

– Broc Romanek

Recently, a member asked this in our “Q&A Forum” (#1276):

My recollection is that it is not permissible to revise the captions for the columns of the Summary Compensation Table (or any of the other supplemental tables) to better reflect the dollar values disclosed in that column. In our case, we don’t need to disclose any above-market or preferential earnings on non-qualified deferred compensation in the column captioned “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” and disclose in a footnote that the number represents the change in pension value for the previous year. Hence my question: Are we permitted to change the caption for that column to read only “Change in Pension Value”?

John gave this answer:

I don’t think that’s permitted. I think the advice in the old telephone interps still represents Corp Fin’s position on changing the language of the tables:

“The compensation disclosure rules do not, as a general rule, permit registrants to deviate from the highly formatted tabular presentations required except to omit any column or table otherwise not applicable. A limited exception has been made for the caption of column (b) in the Option/SAR Exercise table. The caption to that column may be modified to read: “Number of securities underlying options/SARs exercised.” In all cases, the gross number of securities underlying the options/SARs exercised should be reported in this column.”