• SEC Proposes Changes to Compensation and Corporate Governance Disclosures and Proxy Solicitation Rules
  • August 7, 2009
  • Law Firm: Paul, Weiss, Rifkind, Wharton & Garrison LLP - New York Office
  • The SEC has published proposed amendments to its rules regarding (i) the disclosure of executive and director compensation and corporate governance policies and (ii) proxy solicitations. These proposed amendments are the most recent in a series of proposed changes to proxy statement disclosure, director elections and other corporate governance matters that could apply to U.S. public companies as early as the 2010 proxy season. Earlier this month, the SEC approved the NYSE's elimination of broker discretionary voting in director elections. The SEC has also proposed proxy access rules that would allow shareholders meeting certain share ownership thresholds and other requirements to nominate directors via company proxy materials. These SEC actions are in addition to several pieces of corporate governance legislation being proposed in Congress, including the Shareholder Bill of Rights Act of 2009 introduced by Senators Charles Schumer of New York and Maria Cantwell of Washington in May.