October 8, 2021

SEC Open Meeting Next Week: Re-Open “Clawbacks” Comment Period?

Just in time for our “Proxy Disclosure & Executive Compensation Conferences” next week – where our agenda includes a panel covering “clawbacks” issues – the SEC issued this Sunshine Notice about an open meeting next Wednesday, October 13th. The purpose of the meeting is to consider whether to re-open the comment period for the clawback proposal that the Commission issued back in 2015, which would – at a very high level – direct the stock exchanges to require listed companies to implement policies to recover incentive-based pay in the event of an accounting restatement.

This doesn’t come as a huge surprise, because consideration of a re-proposal has been an item on the SEC’s “Reg Flex Agenda” for the past two years. Consistent with the priorities that he identified in that Agenda, SEC Chair Gary Gensler also has been remarking at recent conferences, such as the CII Fall Conference, that he wants to knock out remaining Dodd-Frank rulemaking in short order.

If & when clawback rules are finalized, that would satisfy the requirement in Section 954 of the Dodd-Frank Act. As I blogged a couple weeks ago for members of, the SEC has proposed “say-on-pay” voting disclosure requirements that would take care of the rulemaking mandates under Section 951 of that Act. The list of outstanding Dodd-Frank rulemaking requirements rightfully continues to shrink.

Liz Dunshee