The Securities and Exchange Commission (SEC) has adopted significant amendments to its proxy disclosure rules, effective February 28, 2010. The amendments will be effective for most companies this proxy season and are contained in SEC Release No. 33-9089, 34-61175.
The SEC has also issued a Compliance and Disclosure Interpretation (CDI) providing transition guidance on the timing of the new rules, and has updated its CDI on Regulation S-K to provide compliance advice. The updated provisions of the S-K CDI are dated January and February 2010.
In light of the new rules, we recommend you review your director and officer questionnaire and make the changes needed to provide the required disclosures.
The amendments require new or revised proxy disclosure on the following topics:
- Compensation policies and practices that expose the company to material risks
- Reporting of stock and option awards in the Summary Compensation Table
- Additional background information about directors and nominees
- The board’s leadership structure
- The board’s role in risk oversight
- Potential conflicts of interest between the compensation consultant and the board
In addition, the SEC now requires that shareholder voting results be reported within four business days, under new Item 5.07 of Form 8‑K.
To read more on the new proxy disclosure rules, please click here.
For More Information
If you would like more information on this topic, please contact the following Polsinelli Shughart attorneys:
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