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Final Rule: Proxy Disclosure Enhancements

Final Rule: Proxy Disclosure Enhancements

RIN: 3235-AK28

Agency/Agencies: SEC

Federal Register Publication Date: 03/01/2010

Effective Date(s): February 28, 2010

Summary: The SEC adopted amendments to its rules that enhance information provided in connection with proxy solicitations and in other reports filed with the Commission. The amendments require registrants to make new or revised disclosures about: compensation policies and practices that present material risks to the company; stock and option awards of executives and directors; director and nominee qualifications and legal proceedings; board leadership structure; the board’s role in risk oversight; and potential conflicts of interest of compensation consultants that advise companies and their boards of directors. The amendments to the Commission’s disclosure rules are applicable to proxy and information statements, annual reports and registration statements under the Securities Exchange Act of 1934, and registration statements under the Securities Act of 1933 as well as the Investment Company Act of 1940. The SEC also transferred from Forms 10-Q and 10-K to Form 8-K the requirement to disclose shareholder voting results.

Ianthe Zabel
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