On July 1, 2009, the Securities and Exchange Commission (the “SEC”) unanimously approved proposed changes to the proxy rules designed to enhance disclosure of:

*the relationship of the company’s overall compensation policies to risk;

*the qualifications of directors, director nominees, and executive officers;

*the company’s leadership structure;

*and the role and potential conflicts of compensation consultants.

The SEC also proposed accelerating the reporting of results of shareholder votes by requiring such disclosures under a new Form 8-K item.[1]

This legal update is based on information provided at an SEC open meeting and in the SEC’s press release announcing the proposal.[2] We will provide a more detailed discussion of the proposals when the text of the rule proposals is available.

Please see full update for more information.