Excerpt from Adopting Release Requiring Expanded Proxy Disclosure of Executive Compensation: Section II.A.4 of Securities Act Release No. 6962 (10/16/92):

4. General Provisions of Revised Item 402

Several new general provisions have been added to amended Item 402 in light of the comments received. First, the revised item includes an express statement that it requires disclosure of all compensation to the named executive officers and directors for services rendered in all capacities to the registrant and its subsidiaries (our emphasis).[1] Just as under former Item 402(a)(1), the source of the compensation has no bearing on the application of new Item 402.[2]

[1] Item 402(a)(2) of Regulation S-K. Except as specified in Item 402(a)(5) with respect to third-party transactions disclosed under Item 404 of Regulation S-K [17 CFR 229.404] all plan and non-plan compensation must be reported pursuant to Item 402, even if also called for by another disclosure requirement. No item need be reported for a fiscal year if already reported for a prior fiscal year. Id. The Item specifies that, for purposes of Item 402, the term “plan” does not include non-discriminatory medical, group life insurance or relocation plans available generally to all salaried employees. Item 402(a)(7)(ii) of Regulation S-K (combining the definition of “plan” in Instruction 3 to former Item 402(b) with the exclusion for specified non-discriminatory plans in former Item 402(b)(1)).

[2] See former Item 402(a)(1) of Regulation S-K; Securities Act Release No. 6003 (Dec. 4, 1978) [43 FR 58,151]. Revised Item 402(a)(2) of Regulation S-K is a combination of the provisions governing disclosure in the cash compensation table (former Item 402(a)(1) of Regulation S-K) and the instruction mandating inclusion in Item 402 of transactions of the registrant with third parties where the primary purpose is to furnish compensation to any covered executive officer (General Instruction 2 to former Item 402 of Regulation S-K).