SEC Proposals on Proxy Disclosure and Solicitation Enhancements

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The U.S. Securities and Exchange Commission (SEC) recently proposed substantial revisions to its proxy rules, SEC Release No. 34-60280. The proposed amendments are intended to improve the disclosure public companies give to their shareholders regarding compensation and corporate governance, and to clarify certain rules governing proxy solicitation. If adopted, the amendments would greatly increase the information included in proxy and information statements, annual reports and registration statements under the Exchange Act and registration statements under the Securities Act. The additional disclosure would include information about the relationship of a company's overall compensation policies to risk, director and nominee qualifications, company leadership structure and the potential conflicts of interests of compensation consultants. In addition, the proposed amendments would add a new Form 8-K disclosure item for real-time reporting of proxy voting results.

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