CII Presses SEC for Proxy Changes

By Stephen Barlas
July 1, 2019

The Council of Institutional Investors (CII) is pressing the U.S. Securities & Exchange Commission (SEC) to make a rule change regarding disclosures on the use of non-GAAP financial measures in the Compensation Discussion and Analysis (CD&A) section of proxy statements.


Currently, CD&A disclosures on compensation targets are exempt from Regulation G requirements, resulting in CD&A references to non-GAAP financials that the CII contends aren’t always clear and may mislead investors. The group isn’t asking that companies be prevented from using non-GAAP financial criteria for awarding compensation. But, since GAAP is the standard, the CII says deviations from that need to be clear and put in proper context.


“It is imperative that the SEC require at least the level of transparency in proxy statement CD&As as in other corporate documents,” the CII said in its April 29, 2019, petition to the SEC.


Stephen Barlas has covered Washington, D.C., for trade and professional magazines since 1981 and since 1984 for Strategic Finance and its predecessor Management Accounting. You can reach him at sbarlas@verizon.net.
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