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SEC Disclosure Rules Worksheet Instructions

Do you want to know about a CEO or company not listed in the Executive PayWatch database? Are you looking for additional information about the compensation of a chief executive, or other top executives? This information is available from proxy statements filed with the U.S. Securities and Exchange Commission (SEC), and the filings are readily available on the Internet.

What are proxy statements? Companies must provide proxy statements to shareholders to describe matters that will be voted upon at annual meetings, such as the election of directors, approval of executive compensation packages, amendments to corporate charters or company bylaws, or other key issues such as mergers. Proxy statements also inform investors about shareholder proposals that will be voted upon at the annual meeting. The SEC requires companies to disclose details of executive compensation of the top five paid officials, as well as describe nominees for the board of directors. Most companies must file their proxy statements on the Internet.

Retrieving the Proxy Statement
  
Point your Web browser to:
www.sec.gov/edgar/searchedgar/companysearch.html.
  
Enter the company name and select "Find Companies."
  
The SEC site will return a list of companies matching the name you entered. Choose the company name that best matches what you are looking for.
  
The next page will display all of your company's SEC filings. Select the most recent Form DEF 14a to view the proxy statement. Alternatively, you can limit your search by entering "DEF 14A" in the Form Type box and selecting "Retrieve Filings."
  
Once you have selected the DEF 14A filing, on the next page you may need to click on a hyperlink to view the HTML-encoded proxy statement.
  
Obtaining the Executive Compensation Data from the Proxy
  
Print out the Executive Compensation Worksheet. Use this worksheet to enter the data from the proxy.
  
The proxy statement usually contains a section called Executive Compensation (typically, this is near the middle or end of the document). You can use the FIND command on your browser or word processing program to locate this section. Within this section, there are two main tables that contain the executive compensation data: 1) the Summary Compensation Table and 2) Grants of Plan-Based Awards. 
  
From the Summary Compensation Table in the proxy, you can see the SEC Total that an executive officer earned. However, this total is not indicative of current actions regarding compensation. In order to see the total compensation figure representing the current decisions made regarding executive compensation in the most recent fiscal year, enter the dollar amounts in the worksheet for the salary, bonus, non-equity incentive plan compensation, change in pension value and non-qualified deferred compensation earnings and all other compensation into the worksheet. For an explanation of these terms, see Terms and Methodology. NOTE: Some of these types of compensation will not be listed on the table if the company does not offer those benefits.
  
Find the Grants of Plan-Based Awards Table, which should be located below the Summary Compensation Table. Sum up the amounts under the Grant Date Fair Value of Stock and Option Awards column and enter them into the worksheet. This is the total value of option and stock awards that the executive received for the previous fiscal year. For more explanation, see Terms and Methodology
  
Add up the numbers, according to the worksheet.
  
 
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