Impacts of Pay vs Performance final ruling
The SEC just approved the "Pay vs. Performance" proposal (https://www.sec.gov/rules/final/2022/34-95607.pdf) which means that nearly all filers will need to tag on their first proxy filing after December 2022, which equates to spring 2023 for calendar-year Large Accelerated and Accelerated filers. Smaller Reporting Companies will have until their third proxy filing after that date, or spring 2025 for calendar-year SRC filers. The required tagging will include the Pay Versus Performance table.
XBRL US has also added their comments, where they state:
Today, the Securities and Exchange Commission (SEC) announced their final rule on Pay Versus Performance, which requires issuers to disclose in any proxy or consent solicitation material compensation-related information including the relationship between executive compensation paid and financial performance of the issuer. The final rule requires registrants to separately tag each value disclosed in the table, block-text tag the footnote and relationship disclosure, and tag specific data points (such as quantitative amounts) within the footnote disclosures, all in Inline XBRL.
We encourage you to consult the Final Rule and your legal counsel for the your company's exact compliance dates. Here's some additional info on Pay Versus Performance as well as the disclosure rules regarding the final rule.
As always, Workiva will be ready to assist you with this new change and will continue to announce more details as they come in. In the meantime, let us know what questions you have. Thanks!
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Hi Vida Leimonas The ECD Taxonomy is fully functional at this time. The good news is that we have been able to remove the need completely for you to have to set up and maintain the XBRL Outline. We have been able to automate all of that functionality based on the facts tagged in your document due to the structure of this new taxonomy. Regarding the validation errors, I would first ensure that the images that have been uploaded are in the correct format according to EFM (.gif & .jpg). If it is one of these formats this can happen when the image file has become corrupted and it would need to be re-uploaded. If it persists I would recommend reaching out to your CSM or Support. The Filing Missing Tables errors I suspect is being caused by no fact in the document being tagged with an Axis & Member yet. Once this is completed the error should be cleared. If this is not the case I would recommend reaching out to your CSM, PSM or Support.
Thank you for sharing. I glanced the final rule and there is no mentioning of specific taxonomy for the tagging. I am sure additional information will come in the next few months.
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I hope you can clarify for me. Regarding the XBRL US comment (below). My understanding is that this new table goes in the proxy, and the proxy currently does not have XBRL tagging, so I'm not clear on what the requirement is or how to execute it. Thanks!
The final rule requires registrants to separately tag each value disclosed in the table, block-text tag the footnote and relationship disclosure, and tag specific data points (such as quantitative amounts) within the footnote disclosures, all in Inline XBRL.
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Hi Carolina!
Thanks for the question. Happy to provide some insights for ya.
Yes, you are correct. XBRL tagging for Proxy's would be entirely newly. As we read it, XBRL will be required for the first time in Proxy filings, starting with the first proxy filed after December 2022 for Large Accelerated and Accelerated filers, and after the third Proxy filing for Smaller Reporting Companies (emerging growth and foreign filers are not required to tag the proxy).To your point, and Ken's above, currently there is no taxonomy that includes the required tags, but we do expect supplement US-GAAP 2022 taxonomy to be released towards the end of the year to meet this need. We'll certainly keep you posted there.Let me know if you have any follow-ups or need anything else. Cheers!0
That is how I read it - the table is in the proxy and will need to be tagged but not the rest of the proxy.
For SRCs, wouldn't they have to tag beginning with the third filing, not the first, which would be 2025 for calendar year registrants? It says April 2026 above.
Here is the final rule:
The final rules require registrants to separately tag the values disclosed in the table in Inline XBRL, block-text tag the footnote and relationship disclosure
and the Tabular List in Inline XBRL, and tag specific data points (such as quantitative amounts) within the footnote disclosures in Inline XBRL.Mike Can you provide where in the rule it states the following, which is noted above "The required tagging will include both the current executive compensation table as well as a new Pay Versus Performance table"? I thought only the new table had to be tagged as well as the tabular list. Please confirm.
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Hi Dale!
Happy to share a little. Our understanding is that only the new Item 402(v) to Regulation S-K / Pay Verse Performance table will need to be tagged as the final rule and the summary only mentions the PvP table tagging.0
Thanks, Mike. Do you want to change that in the post above as well as the date?
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Good catch, Dale. I have amended the items about needing the PvP table tagged and date. We concur that the final rule only means the Pay Verse Performance table (Item 402(v)), and for or the SRC requirement, these kick in beginning with the third proxy filing after December 2022. Since first proxy filings after that date will be spring 2023, meaning the third would be in spring 2025's filing. But note this isn't an actual implementation date but instead based solely off of the filing count, so dates for companies will vary
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What about the cover page of the proxy? Will it need to be tagged similar to 8-Ks and 10-Q/Ks? We don't see any mention of tagging on the cover.
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The cover page for the proxy changed earlier this year to move the filing fee information to an exhibit but I also do not see where this information (cover page or the exhibit) require Inline XBRL. I think it will be important for registrants to build the new proxy tagging into their timeline, especially those using notice and access, which has a strict filing requirement.
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XBRL US is hosting an event on the SEC's Pay Vs Performance Disclosure Requirements Wednesday, October 26th. They'll be discussing details about the rule as well as technical requirements to help people prepare for compliance. It's free to attend.
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Thank you Kim. Mike - as you hear anything else on the Workiva side, we'd much appreciate an update!
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🤝 I am keeping my ears peeled Colton Fenton
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FYI, we've posted a new update here following the Oct. 26th XBRL US webinar
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We just announced here that the ECD taxonomy is now available for use in the Workiva platform.
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Hi Mike,
Is XBRL in ECD taxonomy fully functional yet or is my document acting weird? I am trying to start utilize the ECD but it gives me no option to move concepts around or rename concepts in the outline, it does not give an option to add a concept to the XBRL outline, and gives me strange validation errors.
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Mike were we required to tag the cover page of our DEF 14A? As an SRC, we did not need to tag our PvP disclosures, not until 2025, but does that also apply to the cover page?
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Vida Leimonas sorry for the delay. To answer, the ECD taxonomy outline doesn't work the same way that the GAAP one does. The outline is completely static, so you won't be able to make any changes to it, and any extensions that you create won't show up in the outline either. Here's an article on that: https://support.workiva.com/hc/en-us/articles/13110594880916
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Dale Karasek there's no XBRL requirement for SRC's yet, and that includes the cover page. You won't need to tag that until you are tagging the other Pay vs Performance info.
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