S-K 402(d) requires detail on plan-based compensation

• By using a Grants of Plan-Based Awards Table

• Supplements the Summary Compensation Table
• By providing details on awards made to NEOs
  during the last fiscal year

Required details include

• Grant date
• Estimated future payouts from equity (number of shares)
• Estimated future payouts from non-equity (dollar amount)

• Based on three different potential performance levels threshold, target and maximum

• Number of shares underlying specific awards
• Option exercise prices

Other disclosure issues

• If the per-share exercise price of an option or similar instrument is less than the market price of the underlying security on the grant date, the table must include a separate column showing the grant date market price and footnote or narrative disclosure explaining the methodology for determining the exercise price
• Grant date is determined by reference to the grant date
  for financial reporting purposes under FAS 123R
• Market price means the last sale price on the principal U.S. market for the security on the grant date
• If the date on which the compensation committee takes action to grant an award differs from the date of grant, the table must include a column disclosing the date of committee action
• Narrative disclosure with respect to this table would cover matters material to understanding the tabular disclosure, including an explanation of the methodology for determining amounts payable, a description of performance criteria or other conditions and any vesting schedule
• Table should not include options granted in connection with repricings

New requirement per SEC Release 33-8732  2006

• Final release commentary   Rel 33-8752 §II.C.1
• See also SEC FAQs below  1.24.07

Changes made to Grant of Plan-Based Awards Table

• Per SEC Rel 33-8765 12.29.06

• Changes are already effective

New column added to table (column l)

• To show aggregate grant date fair value for stock awards and stock options
• An amount which was previously included in the
  Summary Compensation Table

New disclosures required

• About repriced or materially modified options, SARs and other similar instruments

• Must disclose the incremental fair value computed as of the
  repricing or modification date per FAS 123R

• Must also include related footnote disclosure to the Director Compensation Table

More detail at SEC Rel 33-8765

• Includes text of rule changes at S-K 402(d)

Name

Grant Date

Other Stock

Non-Equity

Equity

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards

Final release 33-8765  Dec 2006

• See SEC Rel 33-8765

Final release 33-8732  Aug 2006

• Compensation tables § II.C
• Supplemental grants of plan-based awards table  § II.C.2
• Narrative description  § II.C.3.a
• Captions and table layout § II.C.1.f

Printable form of table

• PDF version

S-K Item 402 FAQs

• General 402(d) FAQs
• Specific 402(d) Interpretations

• These FAQs were last updated 8.08.07
• Supersede old S-K 402 FAQs in 1997 Telephone Manual
  and its March 1999 Supplement
• See S-K 402 FAQs

Select Proxy and Other 1934 Act Filings

Select Proxy and Other 1934 Act Filings

Select S-1 and S-4 Filings 

Compensation consultants

• Fredric W Cook survey  October 2006

Executive Compensation Disclosures

S-K 402

S-K Index