Golden Parachute Disclosure: What SEC Rules Actually Require

A golden parachute is the informal name for compensation an executive is entitled to receive because of a change in control of their company, a termination connected to one, or both. SEC rules do not use the term "golden parachute" as a defined legal phrase, but two separate items of Regulation S-K require companies to disclose exactly this kind of pay, in two different places and for two different purposes.

This guide covers what triggers the disclosure, what has to be shown, and the shareholder vote that comes with it.

What counts as golden parachute pay

Typical components, laid out for each named executive officer, include:

• Cash severance, often a multiple of salary and bonus.
• Accelerated vesting of unvested stock options, restricted stock or performance awards, valued at the acceleration date.
• Continued benefits, such as health coverage or perquisites, for a period after departure.
• Enhanced retirement or nonqualified deferred compensation credits triggered by the change in control.
• Tax gross-up payments, where the company reimburses the executive for excise tax on the parachute payments, though this practice has become far less common since the mid-2010s as shareholders and proxy advisors pushed back on it.

These arrangements usually originate in a change in control agreement, an employment agreement, or an equity award agreement with change-in-control acceleration terms, rather than being decided fresh each time a deal happens.

Two different disclosures, often confused with each other

This is where most short explanations flatten a real distinction. Regulation S-K requires golden parachute style information in two separate items, with different triggers:

A company's annual proxy therefore always contains a termination and change-in-control estimate under Item 402(j), long before any acquisition is on the table. The golden parachute compensation table under Item 402(t) only shows up once, for a specific deal, inside the merger proxy for that deal, and the dollar amounts in it are frequently different from the prior year's Item 402(j) estimate, because they reflect the actual deal terms, actual equity price, and actual timing rather than a hypothetical.

The say-on-golden-parachute vote

Section 951 of the Dodd-Frank Act added Section 14A to the Securities Exchange Act, creating two distinct advisory shareholder votes: the recurring say-on-pay vote on general executive compensation, and a separate advisory vote specifically on golden parachute arrangements connected to an extraordinary transaction. The transaction-specific vote has to appear in the same proxy or consent solicitation that asks shareholders to approve the merger itself, alongside the Item 402(t) table those votes are based on.

Where these filings show up

Because Item 402(t) disclosure is tied to a specific transaction, the golden parachute compensation table lives inside the merger proxy for that deal, typically a DEFM14A, rather than in the regular annual DEF 14A. The underlying change-in-control agreements that create the entitlement are usually filed separately, as an exhibit to a 10-K or 10-Q, or disclosed through an 8-K Item 5.02 filing when a company enters into or amends an executive's agreement outside the normal reporting cycle.

Pulling the filings as data

SecFeed indexes every EDGAR form type, so you can filter directly for merger proxies that would contain a golden parachute compensation table:

curl -H "Authorization: Bearer $FW_KEY" \
  "https://secfeedapi.com/v1/filings?query=formType:\"DEFM14A\"&size=10"

That call returns a JSON object with a filings array, each entry carrying accessionNo, cik, companyName, formType and filedAt, plus links to the filing itself. Add a company or ticker term to the query to narrow it to one issuer's merger proxy. SecFeed's Executive Compensation API currently returns the annual Summary Compensation Table fields rather than the Item 402(t) deal-specific table itself, and the broader "severance and change in control" dataset sec-api.io sells is one of the proxy-derived datasets not yet built here, so for now the practical path is pulling the DEFM14A filing by accession number and reading the golden parachute table directly, or watching for the agreement itself through the Material Agreements API when it is first filed.

Frequently asked questions

Is "golden parachute" an official SEC term?

No. It is industry and media shorthand. The SEC's rules refer to it as "golden parachute compensation" only in the Item 402(t) table heading; the broader legal concept is built from Regulation S-K Items 402(j) and 402(t) together.

Does every merger proxy include a golden parachute vote?

No. The Item 402(t) table is required whenever a proxy seeks approval of a covered transaction, but the separate advisory vote can be omitted if the arrangements were already subject to an earlier say-on-pay vote and were not revised for the deal.

Where can I find a company's change-in-control agreement itself?

Usually as an exhibit to that company's 10-K or 10-Q, listed in the exhibit index, or as an attachment to an 8-K Item 5.02 filing made when the agreement was first entered into or materially amended.

Is the golden parachute table the same as severance disclosed in the Summary Compensation Table?

No. The Summary Compensation Table reports pay actually earned or paid during the fiscal year. Golden parachute figures under Item 402(j) and 402(t) are separate, change-in-control-specific estimates or deal amounts, shown in their own tables.

Are tax gross-ups on golden parachutes still common?

They are far less common than before the mid-2010s. Shareholder pressure and proxy advisor policies have led most large companies to drop excise tax gross-up provisions from new change-in-control agreements, though older agreements can still contain them.