On May 19, 2026, the Securities and Exchange Commission (SEC) proposed amendments (the Filer Status Proposal) to its filer status framework. These amendments present a major overhaul of the public company reporting regime, including with respect to executive and director compensation disclosure practices, by significantly increasing the number of public companies that would be entitled to both scaled compensation disclosure and exemptions from compensation-related requirements.
Background
The Filer Status Proposal follows the SEC’s Executive Compensation Roundtable held in June 2025, during which participants, including registrants, institutional investors, and compensation consultants, agreed that current executive compensation disclosure had grown excessively complicated, costly, and burdensome. The Roundtable specifically highlighted concerns about the volume of disclosure requirements mandated under the Dodd-Frank Act of 2010, which introduced significant executive compensation requirements, including “say-on-pay” shareholder advisory votes, pay ratio disclosure requirements, and pay versus performance disclosure obligations. By revising the Rule 12b-2 filer status definitions and raising the large, accelerated filer threshold from $700 million to $2 billion, the Filer Status Proposal would significantly reduce the number of registrants subject to these provisions.
The existing filer status framework currently categorizes public companies into five partially overlapping statuses:
- Large Accelerated Filers (LAFs);
- Accelerated Filers (AFs);
- Non-Accelerated Filers (NAFs);
- Smaller Reporting Companies (SRCs); and
- Emerging Growth Companies (EGCs).
Under the proposed amendments, this framework would be simplified into two primary categories: LAFs and NAFs. NAFs would be permitted to take advantage of the following scaled disclosure accommodations, currently available to SRCs and EGCs, which we discuss in greater detail below:
- scaled executive compensation disclosure, including two (instead of three) years of summary compensation table information;
- disclosure regarding three (instead of five) named executive officers;
- no Compensation Discussion & Analysis or pay ratio disclosure and reduced tabular executive compensation disclosure;
- no pay versus performance disclosure; and
- no shareholder advisory votes on say-on-pay, say-when-on-pay, or golden parachute compensation.
As proposed, the percentage of publicly traded companies entitled to scaled disclosure relief would increase from 44% to 81%.
For a discussion of the non-compensation related aspects of the Filer Status Proposal, please see our Insight from May 22, 2026, “Enhancing the Public Company Reporting Framework: New SEC Proposals on Filer Status and Disclosure Requirements.”
Key Implications for Compensation Disclosure
Under the proposed framework, the compensation disclosure obligations for most public companies would be significantly reduced. NAFs would be entitled to both scaled compensation disclosure requirements (currently only available to SRCs) and exemptions from certain compensation-related requirements (currently only available to EGCs).
Exemption from Shareholder Advisory Voting Requirements
NAFs would be exempt from the following requirements under Exchange Act Rule 14a-21: (i) the shareholder advisory vote on named executive officer compensation (“say-on-pay”); (ii) the advisory vote regarding say-on-pay vote frequency (“say-when-on-pay”); and (iii) the advisory vote on golden parachute compensation arrangements in connection with mergers, acquisitions, and similar transactions.
These exemptions are presently only available to EGCs, which are companies that have a total annual gross revenue of less than $1.235 billion during its most recently completed fiscal year. Companies remain EGCs until the earliest of: (i) the last day of the fiscal year in which its total annual gross revenue is $1.235 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of its IPO; (iii) the date on which it has issued more than $1 billion of nonconvertible debt; or (iv) the date it becomes an LAF. Under the proposed framework, only issuers that qualify as LAFs, i.e., issuers with a public float of at least $2 billion as of the end of each of its two most recent fiscal quarters and subject to Exchange Act reporting for 60 consecutive months, would be required to hold these advisory votes. Because all newly public companies would retain NAF status for five years post-IPO, a company would be able to forego holding these advisory votes for at least five years after going public.
Scaled Compensation Disclosure Obligations
NAFs would also be entitled to the scaled disclosure requirements of Regulation S-K Item 402(m)-(r), currently applicable to SRCs, rather than the comprehensive Item 402 disclosure obligations applicable to LAFs. The key scaled disclosure requirements for NAFs are summarized below.
- Elimination of CD&A Requirement. Instead of the Compensation Discussion and Analysis (CD&A) mandated by Item 402(b), NAFs would only need to provide the narrative disclosure accompanying the Summary Compensation Table as specified by Item 402(o), which is a description of material factors necessary to an understanding of the information in the table.
- Reduction of NEO Group from Five to Three. Under Item 402(m)(2), NAFs would identify named executive officers as: (i) all individuals who served as principal executive officer (PEO) during the most recently completed fiscal year; (ii) the two most highly compensated executive officers other than the PEO who were serving as executive officers at fiscal year-end; and (iii) up to two additional individuals who would have been among the two most highly compensated but for the fact that they were not serving as executive officers at fiscal year-end.
- Two-Year Summary Compensation Table; Certain Other Tables No Longer Required. NAFs would only need to provide the Summary Compensation Table (with accompanying narrative), the Outstanding Equity Awards at Fiscal Year-End Table, and disclosure of potential payments upon termination or change in control. The Summary Compensation Table under Item 402(n) would cover only the two most recently completed fiscal years. The following tables would no longer be required: Grants of Plan-Based Awards; Option Exercises and Stock Vested; Pension Benefits; and Nonqualified Deferred Compensation.
- Exemption from CEO Pay Ratio Disclosure. NAFs would be exempt from the CEO pay ratio disclosure requirement under Item 402(u).
- Exemption from Pay-Versus-Performance Disclosure. NAFs would be exempt from the pay-versus-performance disclosure requirement under Item 402(v).
- Exemption from Disclosure of Compensation Policies and Practices Relating to Risk Management. NAFs would not need to provide Item 402(s) disclosure regarding whether its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the issuer.
- Reduced Disclosure of Equity Grants Near MNPI. Under Item 402(x), NAFs would still be required to disclose equity awards granted near the release of material nonpublic information; however, the tabular disclosure would only need to cover the reduced group of NEOs.
- Exemption from Golden Parachute Compensation Disclosure. NAFs would be exempt from Item 402(t) golden parachute compensation disclosure requirements associated with mergers, acquisitions, and similar transactions, in addition to the exemption from the golden parachute advisory vote.
In addition to the above, NAFs would also be exempt from the disclosure of compensation committee interlocks and insider participation under Item 407(e)(4) and the compensation committee report under Item 407(e)(5). Note, however, that NAFs would continue to be subject to the clawback recovery disclosure under Item 402(w) and the director compensation disclosure under Item 402(r).
Considerations for U.S. Public Companies
In light of the proposed amendments, U.S. public companies should consider the following:
- Assess your likely filer status. Companies should determine whether they would qualify as an LAF or NAF under the proposed rules and identify which scaled disclosure accommodations would become available. Note that thresholds may change in the final rules.
- Consider disclosure and governance implications. Companies transitioning to NAF status would no longer be required to hold say-on-pay votes, provide pay-versus-performance disclosure, or comply with full executive compensation disclosure requirements. Boards should consider whether to continue these practices voluntarily, given investor and proxy advisor expectations. Some commentators have cautioned that eliminating compensation disclosures could be perceived negatively in the market, especially by institutional shareholders and proxy advisory firms.
- Monitor SEC rulemaking developments. The SEC has proposed several related initiatives that may affect public company reporting, including a concurrent proposal to allow semiannual (rather than quarterly) reporting for certain companies. Companies should monitor these developments, as the interplay between these proposals could affect their overall disclosure strategy and compliance planning.
- Review compensation committee listing standards. While NAFs would be exempt from certain SEC compensation disclosure requirements, companies listed on NYSE or Nasdaq remain subject to exchange listing standards, including compensation committee independence requirements. The proposal would extend to NAFs the general exemption from SEC rules on listing standards relating to compensation committees (Rule 10C-1), but companies should confirm their ongoing obligations under applicable exchange rules.
- Prepare for potential transition timing. Under the proposal, newly public companies would retain NAF status for at least five years following their IPO due to the 60-month seasoning requirement. Existing LAFs and AFs that would transition to NAF status under the proposed thresholds should consider the transition mechanics: Filer status would be assessed annually at fiscal year-end, with the new status applying beginning with its next filing under the Securities Act of 1933 or the Exchange Act of 1934. Status changes would require two consecutive years above or below the public float threshold, providing advance notice and planning time.
- Consider submitting a comment to the SEC. The public comment period for the Filer Status Proposal will remain open until July 20, 2026.