Proxy statements and annual reports filed under the Securities Exchange Act of 1934 and registration statements filed under the Securities Act of 1933 are generally required to include a Compensation Discussion and Analysis (CD&A) section describing the company's executive compensation programs and decision-making for the most recently completed fiscal year, among other information. This Note focuses on what information a company must include in the CD&A section of a proxy statement, annual report or registration statement. This Note also includes a brief discussion of Dodd-Frank provisions that may impact CD&A disclosure. In addition, this Note offers tips for preparing and drafting the CD&A disclosure.