The Advisors' Blog

As John recently shared on TheCorporateCounsel.net, the SEC’s Spring 2024 Reg Flex Agenda was released this month. It showed some rulemaking activity pushed out past the election. This FW Cook blog describes the status of the SEC’s four pending rulemaking actions related to executive compensation in the proposed or final stages:

– Increased disclosures regarding human capital management — timing for SEC action moved from April 2024 to October 2024 (proposed)
– Incentive compensation rules for financial institutions under Section 956 of the Dodd-Frank Act — timing for SEC action on a new proposal moved from April 2024 to October 2024 (proposed)
– Increased disclosures about board diversity — timing for SEC action moved from October 2024 to April 2025 (proposed)
– Finalizing the 2022 proposed SEC rule regarding grounds for excluding shareholder proposals — timing for SEC action moved from April 2024 to April 2025 (final) 

The delay in the rulemaking to implement Section 956 of Dodd-Frank is particularly notable. As we recently discussed, three of the six required agencies already took action in May to repropose the rule. The notice of proposed rulemaking will not be published in the Federal Register until all six agencies propose it.

As a reminder, these dates signify general timeframes. New final or proposed rules could come before or after the dates suggested in the agenda. The Reg Flex Agenda only gives insight into the priorities of the Chair as of the date it was submitted — it’s not a definitive guide for anyone trying to predict SEC rulemaking for purposes of specific board agendas, budgets and workflows.

– Meredith Ervine