BENEFITS DIGEST

Three SEC rulemakings went to the White House for review in the last week of August, and all three target October release. One would reform executive compensation disclosure, following Chairman Atkins' push to simplify the regime. Another carries a title worth reading twice, rescission of Rule 14a-8's federal regulation of shareholder proposals, which suggests a rethink of the shareholder proposal system rather than a tune-up. Public companies should expect a different-looking proxy season.

In Sleep Number's chapter 11, the Bankruptcy Court for the Southern District of New York held that roughly $17.6 million in the company's deferred compensation rabbi trust is property of the estate, leaving plan participants to file general unsecured claims alongside other creditors. The decision underscores that a rabbi trust shields deferred compensation from the employer's change of heart, not from the employer's insolvency.

Cooley adds the timing read on the SEC's executive compensation disclosure proposal now at OIRA. The office's review often takes a fraction of its allotted 90 days, so a formal proposal could surface within weeks.

On August 26, 2026, the SEC submitted a rule proposal titled "Executive Compensation Disclosure Reform" to the White House's Office of Information and Regulatory Affairs. SEC rulemaking initiatives under review by OIRA are listed on a dashboard until the review is completed.

Hall Benefits Law's half-year policy roundup names four developments: the DOL's proposed safe harbor for fiduciaries selecting 401(k) investments, EBSA's shift to fewer but more participant-focused enforcement interactions, SEC moves to streamline executive compensation disclosure by company size, and EBSA's technical release that ERISA Title I generally does not apply to Trump Accounts. A mixed but useful mid-year checkpoint for benefits and executive compensation practice.

The fifth installment of the firm's executive-pay series covers the contractual frame from hiring through departure: employment agreements, severance design, and the Dodd-Frank clawback rules now binding on all listed companies.

The Northern District of Georgia preliminarily approved a $47.7 million settlement of claims by roughly 189 former NCR executives and their beneficiaries over a top hat plan. Groom's lesson for nonqualified plans: section 409A compliance does not excuse departing from what the plan document promises.

Boutwell Fay's FAQ on the section 4960 excise tax for tax-exempt employers: who counts as a covered employee, how the $1 million threshold and parachute rules interact, and the traps for organizations with related entities.

Part four of the firm's executive-pay series reaches section 280G: how golden-parachute payments trigger the excise tax, the shareholder-approval escape hatch for private companies, and the planning that has to happen before a deal is on the table.

Part 3 of the firm's executive-pay series turns to nonqualified deferred compensation and section 409A, following earlier installments on stock options, restricted stock, RSUs, phantom stock, SARs, and the 83(b) election.

The fifth installment in the firm's executive compensation series turns to employment agreements, severance, and clawback provisions, following earlier parts on equity compensation, deferred compensation, Section 409A compliance, and the Section 280G golden parachute rules.

Although the dispute unfolded against the backdrop of Code Section 409A’s plan termination rules, the bottom line for plan sponsors is this: top hat plans are unilateral contracts that employees accept through performance, and once accepted, the express terms of the plan document govern.

On Friday, July 3, Treasury posted its 2026 regulatory agenda, which includes the following retirement and executive compensation items.

The IRS recently announced its intention to propose regulations relating to the 21 percent tax imposed with respect to any “excess” executive compensation paid by certain tax-exempt organizations.

In Part 1, we introduced the executive compensation landscape and examined incentive stock options (ISOs) and nonqualified stock options (NQSOs).

The Internal Revenue Service (“IRS”) released Notice 2026-36 (Notice of Intent to Issue Regulations under Section 4960), (the “Notice”) relating to the tax on executive compensation under Internal Revenue Code (“Code”) Section 4960, as modified by the One Big Beautiful Bill Act (the “OBBBA”)

Section 409A of the Internal Revenue Code (Section 409A) imposes strict rules governing the timing of deferred compensation payments, such as when and under what circumstances such payments can be made.

Fifteen states now have some automatic enrollment of public sector employees, but nearly half of US states prohibit it.

On Friday, July 3, Treasury posted its 2026 regulatory agenda, which includes the following retirement and executive compensation items: Final regulations Required minimum distributions (“RMDs”) as

Disclosure for Most Public Companies- On May 19, 2026, the Securities and Exchange Commission (“SEC”) released proposed amendments