Since 1982, Regulation S-K has been the Commission’s central repository for filer disclosure requirements outside of the financial statements. Over the past forty-plus years, that repository has grown from the size of a gym locker to the size of an artificial-intelligence data center. Today, the disclosure that companies provide in response to the myriad requirements of Regulation S-K does not always reflect information that a reasonable investor would consider important in making an investment or voting decision. In other words, Regulation S-K currently elicits both material and a plethora of undisputably immaterial information. As Justice Thurgood Marshall suggested in his TSC Industries v. Northway opinion, burying shareholders in an avalanche of immaterial information is a result that neither protects investors nor facilitates capital formation.[1] The Commission’s disclosure regime should enable a reasonable investor to separate the wheat from the chaff when reviewing periodic reports and proxy statements.

With this goal in mind, I have instructed the Division of Corporation Finance to engage in a comprehensive review of Regulation S-K. The first step in this process took place last May, when the SEC solicited public comments and held a roundtable on the executive compensation disclosure requirements contained in Item 402 of Regulation S-K.[2] We have received over 70 unique comment letters,[3] and the staff is in the process of evaluating these letters and preparing recommendations to the Commission for revisions to Item 402. (more…)