As discussed in two previous Client Alerts, on June 20, 2012, the U.S. Securities and Exchange Commission (the “SEC”) adopted Rule 10C-1 to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) that affect the composition of compensation committees, the use of compensation advisers by companies listed on national securities exchanges, and disclosure provided by companies regarding their use of compensation consultants.

Under Rule 10C-1, the national securities exchanges were directed to provide the SEC with proposed changes to their listing standards related to compensation committee and adviser independence. The New York Stock Exchange (“NYSE”) and Nasdaq submitted their proposed changes to the SEC on September 25, 2012. Both exchanges later submitted amendments to their proposals and the SEC approved the exchanges’ proposals, as amended, on January 11, 2013.