SEC Proposes Filer Status Changes With Significant Executive Compensation Disclosure Implications

On May 19, 2026, the SEC proposed amendments (Release No. 33-11419) that would significantly revise the public company filer status framework and related disclosure obligations. While the proposal is not limited to executive compensation, one of its most notable effects would be to expand the availability of scaled disclosure requirements that could substantially reduce disclosure of executive and director compensation for many U.S. public companies. If adopted as proposed, the amendments could become effective as early as the 2027 proxy season.

Proposed changes to the filer status framework

The proposed amendments would consolidate the SEC’s current five overlapping filer status categories into two principal categories, large accelerated filers (LAFs) and non-accelerated filers (NAFs), eliminating the accelerated filer and smaller reporting company (SRC) categories entirely. LAF status would be limited to companies with a public float of at least USD2B, measured using the average stock price over the last 10 trading days of the second fiscal quarter, with the threshold required to be met for two consecutive years before LAF status applies. According to the SEC, the percentage of LAFs is expected to decrease from roughly 35% of issuers today to approximately 19% under the proposed amendments.

Public companies that do not meet the threshold for LAF status would be categorized as NAFs. The proposal would also create an “on-ramp,” or seasoning period, during which newly public companies of any size would be treated as NAFs for at least 60 consecutive calendar months following their IPOs, even if their public float exceeds USD2B. In addition, the SEC has proposed creating a new subcategory of the smallest non-accelerated filers (SNFs), consisting of non-accelerated filers that report total assets of USD35M or less as of the end of their two most recent second fiscal quarters. SNFs would be eligible for extended deadlines for filing their Form 10-K and Form 10-Q reports.

Reduced executive compensation disclosure for NAFs

One of the most significant aspects of the proposal is the expansion of scaled disclosure requirements currently available to SRCs and emerging growth companies (EGCs) under Item 402 of Regulation S-K. Under the proposed amendments, all NAFs (approximately 80% of today’s public companies, according to the SEC) would be able to avail themselves of these scaled disclosure requirements. The principal disclosure changes for NAFs would include the following:

• No Compensation Discussion and Analysis (CD&A). NAFs would not be required to provide a CD&A narrative.

• Fewer Named Executive Officers. Executive compensation disclosure under Item 402 would be required for three named executive officers (NEOs) rather than five NEOs.

• Shorter Summary Compensation Table Disclosure Period. The summary compensation table would cover the two most recently completed fiscal years instead of three.

• Omission of Detailed Compensation Tables. NAFs would not be required to provide the Grants of Plan-Based Awards Table, the Option Exercises and Stock Vested Table, the Pension Benefits Table, and the Nonqualified Deferred Compensation Table.

• No Chief Executive Officer (CEO) Pay Ratio Disclosure. Item 402(u), which currently requires non-SRC and non-EGC filers to disclose CEO pay ratios, would not apply to NAFs.

• No Pay Versus Performance Disclosure. The Item 402(v) pay versus performance disclosure, from which SRCs and EGCs are currently exempt, would also be eliminated for NAFs.

• No Compensation Risk Disclosure. The Item 402(s) disclosure regarding compensation policies and practices related to risk management would be eliminated.

• No Shareholder Advisory Votes and Disclosure. NAFs would not be required to conduct say-on-pay votes, say-on-frequency votes, or say-on-golden-parachute votes. The Item 402(t) golden-parachute compensation disclosure would no longer be required.

• No Compensation Committee Report or Interlocks Disclosure. NAFs would not be required to include the compensation committee report under Item 407(e)(5) and the compensation committee interlocks and insider participation disclosure under Item 407(e)(4).

• Only Narrative Required for Termination and Change-in-Control Disclosure. NAFs would not be required to quantify potential payments upon a termination or change in control. However, narrative disclosure would still be required.

Effective date, transition, and filer status determination

If the rules are adopted as proposed, final rules could be issued by the end of 2026 and would apply for the 2027 proxy season for calendar-year-end companies. Under the proposed transition provisions, existing registrants would assess their LAF or NAF status based on the fiscal year-end immediately preceding the year in which the final rules take effect, using public float for that year and the prior year. Registrants would be able to make this initial determination at any time after the effective date of the final rules, but not later than the day before the last day of the fiscal year in which the rules become effective. A registrant that fails to make the assessment by the deadline would default to LAF status if it were an LAF immediately before effectiveness or otherwise default to NAF status.

Practical considerations for public companies and compensation committees

An issuer should begin evaluating now whether it would qualify as an NAF under the proposed amendments, especially if it is a current LAF with a public float between USD700M and USD2B or a company that has been reporting for fewer than 60 consecutive months. Compensation committees of likely NAFs should consider well in advance of the 2027 proxy season whether to voluntarily retain the CD&A, say-on-pay, pay-versus-performance, or pay ratio disclosures based on their investor base, peer practice, and any updated proxy advisor policies published in response to the proposed amendments.

For the moment, LAFs will remain subject to existing executive compensation disclosure obligations, but SEC Chairman Paul Atkins has signaled that this proposal is “among the first steps” toward broader reform, with anticipated future changes potentially including simplification of pay-versus-performance disclosure, revisions to perquisite disclosure (including executive security), and other modifications to Item 402.

Looking ahead

The proposal is open to public comment until July 20, 2026. While pushback from institutional investors and governance organizations is expected, market observers anticipate the SEC will adopt the proposal substantially as drafted, with only minor modifications. Companies, compensation committees, and their advisors should begin planning now for a 2027 proxy season in which the executive compensation disclosure landscape may look fundamentally different from how it has at any point since the enactment of Dodd-Frank.

Law clerk Paige Bowen also contributed to this blog post.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.