Risk & Compliance

SEC Eases Equity Compensation Disclosure

The amended rules governing disclosure of employee stock sales reflect "new compensatory instruments and novel worker relationships."
Matthew HellerJuly 19, 2018

The U.S. Securities and Exchange Commission has adjusted its rules governing disclosure of employee stock compensation to reflect changes in the labor market.

Securities Act Rule 701 exempts non-reporting companies from disclosing stock issued as compensation to employees if the aggregate sales price or amount of securities sold during any consecutive 12-month period was $5 million or less.

The commission said Wednesday it had adopted a final rule that raises the disclosure threshold to $10 million.

It also indicated it is open to further changes by issuing a concept release seeking public comment on ways to modernize compensatory securities offerings and sales, citing “the significant evolution in both the types of compensatory offerings and the composition of the workforce since the commission last substantively amended these rules in 1999.”

“The rule as amended, and the concept release, are responsive to the fact that the American economy is rapidly evolving, including through the development of both new compensatory instruments and novel worker relationships — often referred to as the ‘gig economy,’” SEC Chairman Jay Clayton said in a news release.

“We must do all we can to ensure our regulatory framework reflects changes in our marketplace, including our labor markets,” he added.

The commission noted that “Equity compensation can be an important component of the employment relationship. In addition to preserving cash for the company’s operations, equity compensation can align the incentives of employees with the success of the enterprise and facilitate recruitment and retention.”

The concept release solicits comment on “gig economy” employment relationships, whether the commission should further revise the disclosure content and timing requirements of Rule 701, and whether the use of Form S-8 to register the offering of securities pursuant to employee benefit plans should be further streamlined.

With employers using internet platforms to provide workers the opportunity to sell goods and services, the SEC said it is seeking to better understand how such arrangements work and “determine what attributes of these relationships potentially may provide a basis for extending eligibility for the Rule 701 exemption.”