Last fall the Securities and Exchange Commission?s staff in the Division of Corporation Finance (the ?Staff?) completed a review of the executive compensation and related disclosure of 350 public companies under the SEC?s new and revised rules relating to executive compensation disclosure. As we are now in the midst of proxy season, it is helpful to review and consider the Staff?s key observations and suggestions for improving compliance. A copy of the full report may be found at: www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm.

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