Securities and Exchange Commission (SEC) Chairman Paul Atkins provided additional detail on the commission’s effort to reform Regulation S-K, expanding on his previously announced push to simplify and modernize the disclosure framework.
Speaking at the Texas A&M School of Law Corporate Law Symposium in Dallas on February 17, 2026, Atkins said his goal is to restore the SEC’s disclosure regime to its original intent of “protect[ing] the public with the least possible interference with honest business.”
Atkins reiterated that moving toward “the minimum effective dose of regulation” will require grounding disclosures in financial materiality and scaling requirements to company size and maturity.
He categorized the principles that the SEC will apply in its rethinking of Reg S-K into three buckets: rationalization, simplification, and modernization of the disclosure rules. In particular, he gave some examples of his regulatory philosophy taken from feedback on the commission’s roundtable on Item 402 of Reg S-K on executive compensation disclosure.
Rationalization: Reduce Number of Execs for Disclosures
The SEC chief said that the rules should be sensible, with materiality as their north star.
Companies today provide detailed executive compensation information through both tabular and narrative formats for up to seven executives. He said a significant number of commenters questioned whether that scope remains justified.
“Requiring companies to devote extensive time and resources to prepare disclosure that can do more to obscure than illuminate is not rational,” Atkins said. “I agree with commenters that we should reconsider the number of executives for whom compensation information is provided to appropriately calibrate the level of disclosure with the cost.”
Simplification: Pay-versus-Performance
Atkins also pointed to a panelist who said that the SEC’s pay-versus-performance rule is a “very complex calculation” that is not only difficult to produce but also to interpret. “It’s sort of disclosure written by economists for economists,” the panelist said.
“This sentiment should give us pause as it reflects the opposite of what an SEC disclosure requirement ideally should be—intelligible by a reasonable investor and practical for a company to comply, without the need for a cottage industry of ultra specialized consultants,” Atkins said.
Modernization: Security as Perk?
Atkins said that few areas exemplify the need for modernization more than the treatment of executive security as a perk.
The last time the SEC looked into it in 2006, it concluded that security provided at an executive’s home or during personal travel constituted a perk, while security provided at the office and during business travel did not.
At the time, the commission reasoned that personal security services were not “integrally and directly related” to job performance.
But the world has changed, Atkins said.
“I agree with commenters that the Commission should modernize its perks disclosure requirements to reflect how the world and security threats have evolved over the past 20 years,” he said.
He said the above were just some examples of how the SEC can reform Item 402, which is only one component of Reg S-K.
He addressed a couple of broader themes that would guide reform across the disclosure framework.
First, he criticized the “comply or explain” disclosure requirements.
For example, if a company does not maintain a nominating or compensation committee, then it must explain why the board of directors believes that structure is appropriate.
While in theory they are disclosure provisions, he said, in practice they can operate as mandates. A company might conclude that the most prudent course is to set up the committee regardless of whether it suits its circumstances.
In Atkins’ view, it is not the SEC’s role to enforce evolving notions of “best practice” governance standards through what he considers “regulation by shaming.”
Second, he criticized impractical disclosure requirements.
For example, if a company’s chief executive officer left in 2025, the company must still report that officer’s ownership of the company’s stock in a proxy statement filed in 2026. Atkins questioned whether it’s reasonable to require that disclosure.
Another example is rules for related-party transactions. Companies are required to disclose transactions between the company and an executive’s “immediate family members.”
But the rule makes no distinction based on the closeness or continuity of a relationship.
“Perhaps a more workable standard for ‘immediate family members’ is whether the executive has shared a Thanksgiving meal with them in the past year,” Atkins offered.
Rethinking Risk Factor Disclosures
In addition, Atkins addressed the growing length of risk factor disclosures, noting that when the SEC extended the requirement to annual and quarterly reports in 2005, commissioners expected companies to provide a “concise discussion—perhaps enough to fill two or three pages—that describe ‘what keeps management up at night.'” Instead, he said, risk factor sections have become “one of the longest sections of the annual report.”
Although the SEC amended Item 105 in 2020 to require summaries for sections exceeding 15 pages, Atkins noted that many companies kept their lengthy lists and added summaries, leading in some cases to even longer disclosures.
Atkins outlined potential avenues for reform. If risk factors are meant primarily for investors, he suggested a new model in which an entity—either the SEC or the company—maintains a set of broadly applicable risks published separately, allowing firms to focus their 10K disclosures on risks “specific and material to the company.”
Alternatively, if risk factors function primarily as litigation protection, he said the SEC could consider a safe harbor that would reduce pressure to catalog “nearly every conceivable contingency.”
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