SEC Adopts Proxy Disclosure Enhancements


On December 16, 2009, the Securities and Exchange Commission (“SEC”) adopted substantial revisions to its proxy rules. (See SEC Release No. 33-9089.) The new proxy disclosure requirements, effective February 28, 2010, are intended to enhance the disclosure public companies provide to their shareholders regarding compensation and corporate governance. The amendments to the disclosure rules greatly increase the information included in proxy and information statements, annual reports and registrations under the Exchange Act and registration statements under the Securities Act. The additional disclosures include information about compensation policies and practices that present material risks, equity awards of executives, director and nominee qualifications, leadership structure and the potential conflicts of interests of compensation consultants.

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