S-K 402(h) requires a Pension Benefits Table

• Must detail each pension plan in which an NEO participates

• Actuarial present value of the accumulated benefit
• Number of years of credited service
• Any payments made during the last fiscal year

• Valuation must use the same assumptions used for
  GAAP financial reporting, except

• Assumed retirement age is to be normal retirement age,
  if defined under the relevant plan, or,
• If not defined, the earliest age at which the NEO would be permitted to retire without reduction in benefits

Narrative disclosure follows the table

• Must describe the material terms and conditions of benefits under the plans, including

• Purpose of maintaining multiple plans
  (if a company has more than one plan)
• Company policy regarding matters such as
  the granting of additional years of service credit

• Must describe factors such as

• Normal retirement payment and benefit formulas
• Specific elements of compensation used in applying the formulas
• Methods and all material assumptions used to determine actuarial value
  (Alternatively, narrative may be disclosed in the companys financial statements or MD&A)

New requirement per SEC Release 33-8732  2006

• Final release commentary  Rel 33-8752 §II.C.5.a
• See also SEC FAQs below  1.24.07

Significantly changed from the proposal

• As proposed Pension Benefits Table would have contained estimates of annual retirement benefits under defined benefit plans
• Commentators objected that this would result in disclosure that would not be comparable across companies and could be manipulated

Final release 33-8732  Aug 2006

• Compensation tables § II.C
• Post-employment compensation § II.C.5
• Pension benefits table § II.C.5.a
• Captions and table layout § II.C.1.f

Printable form of table

• PDF version

S-K Item 402 FAQs

• General 402(h) FAQs
• Specific 402(h) 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

• Buck Consultants

Executive Compensation Disclosures

S-K 402

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