[authors: Todd B. Pfister, Patrick G. Quick, Aubrey V. Refuerzo]


On September 25, 2012,1 the NYSE released a proposal (Proposal), subject to approval by the SEC, regarding independence requirements for compensation committees of NYSE-listed companies (NYSE Compensation Committees) based on the final rules that the SEC adopted June 20, 2012 (SEC Rules).2 The SEC Rules require the NYSE, as well as other national securities exchanges, to adopt listing standards on three topics: (i) the independence of NYSE Compensation Committee members (Members); (ii) an NYSE Compensation Committee’s authority to retain its own compensation advisers; and (iii) consideration by an NYSE Compensation Committee of specified factors that could bear on the independence of compensation advisers.