On June 20, 2012, the Securities and Exchange Commission (“SEC”) issued final rules establishing minimum standards that an exchange-listed company will have to meet with regard to the independence of its compensation committee and other advisers assisting with executive compensation matters (the “Final Rules”).

The Final Rules, issued under Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”):

• adopt a new Rule 10C-1, which directs the national securities exchanges to establish listing standards requiring that compensation committee members also be members of the company’s board of directors, and regarding the independence of the compensation committee members and the retention of compensation advisers; and

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