On April 29, the Securities and Exchange Commission (SEC) issued proposed rules to implement the portion of the Dodd-Frank Act that added Section 14(i) to the Securities Exchange Act. Section 14(i) directs the SEC to adopt rules requiring public companies to disclose, in any proxy or consent solicitation material, a clear description of executive compensation disclosures under Item 402 of Regulation S-K. The description must include information that shows “the relationship between executive compensation actually paid and the financial performance of the [company]” and should take into account “any change in the value of the shares of stock and dividends of the [company] and any distributions.”