SEC Considers Overhauling Proxy and Other Disclosures

Let me tell you a story.

A couple of weeks ago, a friend from outside the equity compensation world called me asking for advice. She owned some stock in a public company through her 401(k), and the company was holding a special election to vote on a matter related to a proposed merger.

She wanted to be a responsible corporate citizen, but she was a little confused about what she was being asked to vote on. Although she has never understood exactly what my job is (does anyone outside of equity comp?), she remembered that it has something to do with stock, so she thought I might be able to help her sort it out.

The first thing I told her was that the company should have given her a proxy statement explaining what she was being asked to vote on. Her response was: “They did, but it’s 200 pages!”

And honestly? She wasn’t wrong to feel overwhelmed. Proxy materials often contain important information—but the length and complexity can make it hard for everyday investors to find the parts that matter most.

This is the problem the SEC is now trying to solve: the disclosures included in proxy statements have become so voluminous that they have arguably become overwhelming for investors. In the words of SEC Chairman Paul Atkins:

Over the past forty-plus years, [Reg S-K] has grown from the size of a gym locker to the size of an artificial-intelligence data center.

SEC Considers Reforms to Reg S-K

As my readers know, Regulation S-K stipulates the information public companies must include in their public filings (in addition to their financial statements). Last May, the SEC held public roundtables on how Item 402 of Regulation S-K (the executive compensation disclosures) might be improved. Now, the SEC has expanded the project to include Regulation S-K in its entirety.

On January 13, Chairman Atkins announced that he has “instructed the Division of Corporation Finance to engage in a comprehensive review of Regulation S-K.”

Regulation S-K touches nearly every major disclosure category investors rely on to understand a company—from executive compensation and governance practices to risk factors and business strategy. If the SEC moves forward with changes, companies may eventually be able to replace some of today’s lengthy, repetitive disclosures with information that is more modern, usable, and investor-friendly.

Comments on the Executive Compensation Disclosures

In addition to the comments delivered during the roundtables, the SEC has already received over 70 unique comment letters (and over 1,000 form letters) on the executive compensation disclosures.

Here are some of the suggestions I found notable in my review of a sample of the letters:

• Modernize the disclosures. Allow more use of graphics and eliminate the requirement to provide narrative disclosure of all information presented in graphical format. Allow inclusion of accordion/collapsible sections and hover-over definitions to improve readability.
• Eliminate some disclosures entirely, such as the Director Compensation Table, Pension Benefits Table, or the Outstanding Equity Awards at Fiscal Year-End Table.
• Reduce the number of officers and former officers for which disclosure is required or require disclosure only for current officers.
• Streamline the Summary Compensation Table to better reflect how companies and their boards view executive pay, often by focusing on direct compensation and/or compensation earned.
• Combine multiple equity tables (Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal Year-End, and Option Exercises and Stock Vested) into a single table that reflects the full award lifecycle.
• Scrap the existing tabular disclosures altogether in favor of a new set of streamlined executive compensation tables.
• Revise Pay vs. Performance disclosure. Suggestions ranged from eliminating portions of the disclosure (such as the table of three to seven incentive measures) to limiting the disclosure to the CEO. Many commenters also offered ideas to simplify and refine the calculation of compensation actually paid (CAP).
• Limit the employees included in the CEO pay ratio disclosure to U.S. employees. At least one commenter suggested eliminating this disclosure altogether.
• Increase the de minimis threshold for perquisite disclosures.
• Impose a materiality standard on all disclosures.
• Requests for clarification on various technical matters (for example, the determination of perks and the definition of “competitive harm”).

What This Could Mean in Practice

If Regulation S-K is meaningfully streamlined, the ripple effects could be significant. Companies could eventually spend less time producing disclosures that are rarely read, while investors may benefit from clearer, more accessible information.

Of course, there is always a tension between “shorter” and “better.” Cutting too much could reduce transparency or make comparisons between companies harder. But if the SEC can modernize the requirements—without watering them down—it could make disclosures easier to navigate and more useful to the people who actually rely on them.

Got Something to Say? Submit Your Own Comments to the SEC

The SEC is soliciting comments on Regulation S-K through April 13, 2026.

If you have strong views on what is useful to investors (and what is simply adding bulk without adding value), this is an opportunity to speak up. While companies have adjusted over the years to comply with expanding requirements, investors and other stakeholders are increasingly asking whether the current approach actually helps people make better decisions—or just makes it harder to find the information that truly matters.

The Ending to My Story

The merger was a cash-and-stock deal, and the company needed shareholder approval to issue the stock necessary to fund the acquisition. My friend wants the merger to happen, so I told her she should vote in favor of the proposal.

Stay Tuned!

You can rely on the NASPP to keep you updated as we learn of further developments. Subscribe to our Equity Expert newsletter to be notified when we post new blogs on this topic. It’s also sure to be a hot topic at this year’s NASPP Conference.