As you know by now, the Pay Versus Performance disclosure requirements go into effect this December for all registrants (see end of article for rule overview). As you prepare for the creation of your upcoming proxy statement, we suggest that you begin by working with your legal and compensation teams to prepare the required disclosures mandated by the new rule.

What is missing from the conversations about the new rule is the requirement for all registrants not listed as a Small Reporting Company (SRC) to tag this new disclosure using Inline XBRL. Why is this (iXBRL) important? For the most part, anyone involved in the creation of a proxy statement has not likely been exposed to iXBRL and will need to get up to speed quickly. 

Although there is an abundance of resources on the internet describing iXBRL in detail, all you really need to understand is that it transforms EDGAR HTML into a human-readable and structured, machine-readable document. This format is used to file documents like an annual report or Form 10-K with the SEC. Most registrants don’t create their own iXBRL files; they outsource the process to their filing agent instead.  

That’s where Broadridge comes in. We have been in the business of XBRL tagging corporate financial statements since its inception in 2008. With our technology platform, experienced team and constant innovation, we are fully prepared to support you through this process and guide you through this first filing season under the new rule.

How It Works:

The process of tagging your proxy statement will be straightforward but it will require preparation and coordination. We encourage you to provide us with your Pay vs Performance content separately from your other proxy content so we can begin the setup of your iXBRL well before the first draft of your proxy is completed. With each revision you send us, we will update the iXBRL with the new content, and provide materials to aid in your review. Once all sections of your proxy are completed, we will merge your Pay vs Performance disclosure with the rest of your proxy statement and provide you with a proof and a zip iXBRL file in HTML format. 

One New Step in the Process:

During this process, you will need to review and approve the iXBRL rendering. In order to do this you will need an iXBRL viewer. We recommend using the Arelle Viewer available at arelle.org. This is the same viewer used by the SEC’s website to render your iXBRL filings there. It is a free download, and we recommend you have your desktop support team install it on your computer well before you need to review our files. (It’s likely your financial reporting teams that produce your 10-K already have this software and may be helpful in guiding you through its use).

Broadridge is fully ready to support you with your proxy statement iXBRL tagging. Reach out to your Broadridge representative to set up a discovery call and we’ll guide you through the process.

#READYFORNEXT 

PvP Rule & Disclosure Overview:

Initially mandated under the Dodd-Frank Act, the US Securities and Exchange Commission (SEC) finally adopted the Pay Versus Performance Disclosure Rules on August 25, 2022. These provisions, which will take effect from December 16, 2022, require registrants to disclose information reflecting the relationship between executive compensation actually paid by a registrant and the registrant’s financial performance. Registrants that file a proxy or an information statement that requires Item 402(v), will be required to comply with this final rule.

Issuers must provide:

1. a table disclosing executive compensation and financial performance measures
2. comparative disclosure in graphical form, narrative, or a combination
3. an unranked tabular list of three to seven of the most important financial measures. Inline XBRL tagging requirements include detail tagging of the tabular disclosure in addition to detailed and text block tagging of the comparative disclosure and footnote disclosures.

The requirement for the table applies to all issuers:

• Large, accelerated filers
• Accelerated filers
• Non-accelerated filers
• Smaller Reporting Companies

SRCs and Non-accelerated filers will be permitted to provide scaled disclosures on a phased-in approach and will be exempt from filing in iXBRL until 2025.