March 12, 2025
Form Check Reminder: Equity Compensation Plan Information Table
The “Equity Compensation Plan Information” Table required by Item 201(d) of Regulation S-K is a bit of a trap for the unwary. Here’s why:
10-K: The equity compensation disclosure required by Item 201(d) is to be included each year in a company’s annual report on Form 10-K. Item 5 of Form 10-K says to furnish the information required under Item 201, and Item 12 says to furnish the information required under Item 201(d). CDI 106.01 clarifies that Item 201(d) disclosure should be included in Part III, Item 12 when included in the 10-K.
Proxy Statement: When shareholder approval of a compensation plan is sought, Item 10(c) of Schedule 14A requires Item 201(d) disclosure in the proxy statement. Companies may voluntarily provide this disclosure in the proxy even if there’s no plan proposal, and CDI 106.01 clarifies that a company may rely on General Instruction G.3. to Form 10-K to incorporate Item 201(d) disclosure by reference to a proxy statement — even if the company is not seeking shareholder action on a compensation plan at its annual meeting. (Note that the 10-K disclosure requirement is NOT dependent on whether compensation plan approval is being sought.)
When you don’t see the Item 201(d) table in a proxy statement, this means you can’t “check the Item 201(d) box” on your proxy form check just by confirming there’s no plan proposal. Go check the Form 10-K for the Item 201(d) table. If it wasn’t there, it should be in the proxy statement, even if the company isn’t submitting a plan proposal at the annual meeting.
For more, the Lynn & Borges “Executive Compensation Disclosure Treatise” has a whole chapter on Equity Compensation Plan Information.
– Meredith Ervine