Old 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 a CEO's compensation or what other top executives get paid? This information is available from proxy statements filed with the U.S. Securities and Exchange Commission (SEC), and the filings are readily available via the Internet. 

What are proxy statements? Proxy statements are provided by a company to shareholders for the purpose of voting at shareholder meetings on such matters as: the election of directors, amending corporate charters or company bylaws, voting on shareholder proposals, approving executive compensation packages or voting on extraordinary corporate matters such as mergers. The SEC requires companies to disclose detailed information in the proxy statement, including information on executive compensation. 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
The new executive compensation disclosure rules affect companies whose fiscal year ends on or after Dec. 15, 2006, though some companies with the fiscal year ending before that have voluntarily switched to the new disclosure format. If your company's fiscal year ends on or after Dec. 15, 2006, or the instructions below do not fit, click here for the new instructions. To find out when your company's fiscal year ends, follow the instructions above, but instead of looking for the DEF 14a, find the most recent 10-K. When you click on the link for the 10-K, the following page will tell you when the fiscal year ends for the company.
  
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 tables that contain the executive compensation data: 1) the Summary Compensation Table and 2) Option/SAR Grants Table. Some companies may use slightly different names.
  
From the Summary Compensation Table in the proxy, enter the dollar amounts in the worksheet for the salary, bonus, other compensation, restricted stock awards, long-term incentives 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.
  
For the Option Grants table, enter either 1) the Grant Date Present Value (the far right of the table) or 2) the column that lists the Potential Realizable Value at 5 percent (also at the far right of the table). These are two different methods for valuing options that a company may use. For more explanation, see Terms and Methodology. NOTE: Some companies may list several rows of data according to the different terms of the option grants. You will need to add these up and then enter them as one number in the worksheet.
  
Add up the numbers, according to the worksheet.
  
 
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