SEC Approves Proxy Disclosure Enhancements
On December 16, 2009, the SEC voted to approve final rules on proxy disclosure and solicitation enhancements which had been initially proposed by the SEC in July 2009. As stated in the SEC's adopting release the new rules will be effective February 28, 2010, meaning they will apply to the 2010 proxy season for substantially all calendar year issuers.
Changes to Voting in Director Elections
While we continue to monitor all of the regulations and rule changes proposed by the SEC as well as the different and overlapping versions of legislation proposed in Congress, we know that at least one rule proposal has been approved and will be in effect on January 1, 2010.
SEC Proxy Access Comment Period Re-Opened
Following up on its June proposal to change federal proxy rules to facilitate the rights of shareholders to nominate directors, on December 14 the Securities and Exchange Commission announced that it is re-opening the public comment period to "seek views on additional data and related analyses." The SEC staff continues to expect to make a final recommendation to the Commission "early next year."
New SEC Position Regarding Proxy Statement Comment Letters
One non-regulatory proxy statement-related development of note is the SEC’s new position on responses to proxy statement comments. The position was articulated by Shelley Parratt, the SEC’s Deputy Director, Division of Corporation Finance at a November 2009 conference.
Risk Oversight: Where Should Compensation Committees Begin?
One goal of the Securities and Exchange Commission’s recent rule proposal on Proxy Disclosure and Solicitation Enhancements is to encourage public company boards of directors and compensation committees to evaluate how the company’s risk management and oversight functions relate to executive compensation decisions and processes. What questions should your Company's compensation committees be asking?
Status of SEC Proxy Statement Rule Proposals
The SEC continues to examine potential new rules which may apply to 2010 proxy season. These include, among others, enhanced compensation disclosure and analysis (CD&A) requirements and enhanced disclosure regarding director qualifications.
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