Hello SEC filers!
As discussed here, the SEC’s mandate for Pay vs. Performance iXBRL tagging requirements become effective for all Proxy or Information Statements which require Item 402 Executive Compensation (commonly filed as SEC Forms DEF 14A or DEF 14C) and a fiscal year end date on or after December 16, 2022.
Recently too, XBRL.US held a webinar on October 26th to discuss these requirements further and Workiva is closely monitoring the new requirements to ensure you will be supported for your first iXBRL filing under this mandate. Below are a highlight of some important items to be aware of from the recent webinar:
- Pay vs Performance disclosure requirements within proxy statements and information statements must be tagged using the ECD Taxonomy. The ECD taxonomy is currently in a draft state and open for commenting until November 30, 2022. This taxonomy will not be available for use to tag or submit any data to the SEC until it is formally approved and accepted by the SEC after the November 30, 2022 date. The Workiva platform will be updated to support this taxonomy after it is approved by the SEC.
- The ECD taxonomy will also include US-GAAP concepts. On the XBRL.US webinar it was indicated that a filers Annual Report (10-K) and Proxy Statements or information statement must be filed with the same version of the US-GAAP taxonomy. Workiva has since received clarification that the synchronization of version year applies only to the same submission. Thus, a Form 10-K will not need to use the same version as a subsequent Proxy Statement submission. Nonetheless the SEC highly recommends filers to consider using the 2022 US-GAAP version for filing your next Form 10-K.
- iXBRL tagging requirements are to detail and text block tag various data points under new Item 402(v) noted in this regulation. This will also include mandatory XBRL data under SEC EFM rule 6.5.20, which relates to hidden or other data disclosed on the cover page of your form.
- There is currently no requirement or guidance from the SEC on where to place the new Pay vs. Performance table that is required under this mandate in your Proxy or Information Statement.
- All Smaller Reporting Company (SRC) filers follow the phase-in schedule for SRCs, no matter their acceleration status.
- A requirement for having Exhibit 104 in the exhibit index is still awaiting further information from the SEC.
More communication will come once the taxonomy is SEC approved and available within the Workiva Platform. Additionally, should the SEC provide any further clarification on the items denoted above we will continue to provide updates.
Since we understand that iXBRL tagging may be new for you and your teams, Workiva Professional Services will be available for any of your iXBRL needs. Should you want to discuss support options to assist in meeting the requirements of this upcoming Pay vs. Performance mandate, please do not hesitate to reach out to your Account or Renewals Sales owner, or to your Customer Success or Professional Services managers to assist further!
Thanks as always and let us know what questions you have.
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