An Analysis by Charles Shulman of the SEC’s proposed Enhanced Compensation Disclosure Rules

An analysis of the SEC’s proposed rules on enhanced executive compensation disclosure by Charles Shulman, executive compensation and benefits attorney.  

Document Excerpt 
 
On July 17, 2009, the Securities and Exchange Commission published proposed rules, Proxy Disclosure and Solicitation Enhancements 1 (i) to amend the proxy disclosure (S-K) rules at 17 C.F.R. §229 and other related rules to require enhanced proxy disclosure regarding broad-based composition policies, director qualifications and skills, leadership structure, and compensation consultant additional fees; (ii) to also amend the proxy disclosure rules to record the value of stock awards in the summary compensation table based on grant-date fair market value under FAS 123R; (iii) to require that the shareholder vote results be reported on Form 8-K (within four business days) instead of on Form 10-K;and (iv) to amend the proxy rules to provide that return of a blank proxy card is not a revocation, a soliciting person can round out its short slate by soliciting persons seeking minority representation on the board and certain other changes regarding proxy solicitation.      

    

 

 

 

 

 

 

 

   

 
 

 

 

 

 
 

 

 

 

 

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