In the years since the adoption of "say on pay," many companies have found different ways to tell their respective pay for performance stories. Companies have employed various graphical and tabular presentations, along with evolving narrative descriptions of compensation plans, including how the plan design is intended to incentivize the long-term growth and success of the business. Boards and compensation committees have provided increasingly granular and more transparent discussions about: (i) plan design and objectives and their relationship to the company’s strategy, (ii) financial and non-financial performance, and (iii) justifications for compensation awarded given the executive and/or company's performance. The Commission has encouraged these positive developments with its consistent focus on principles-based disclosure. We do not believe the Proposed Rule, however, with its prescriptive tabular disclosure and focus on narrow measures of compensation and performance, achieves Section 953(a)'s purpose, which is to provide shareholders with meaningful information that will help them assess a company's pay for performance philosophy. As the Commission notes in the proposing release, a report by the Senate Committee on Banking, Housing and Urban Affairs indicated that the rules mandated by Section 953(a) of the Dodd-Frank Act "were not intended to be overly-prescriptive and that Congress recognized that there could be many ways to disclose the relationship between executive compensation and financial performance of the registrant." Accordingly, we urge the Commission to amend the Proposed Rule to provide registrants with flexibility in defining compensation "actually paid" and comparing that to the measure or measures of financial performance most appropriate for their individual companies. The new disclosures under the Proposed Rule should complement a company's existing principles-based Compensation Discussion and Analysis ("CD&A"), not create a conflict between that narrative and a prescriptive table. The CD&A reflects board and compensation committee perspectives on how they are designing compensation programs and selecting goals to incentivize long-term performance.