SEC Adopts Compensation and Corporate Governance Disclosure Rule Changes

On December 16, 2009, the SEC adopted final rules amending compensation and corporate governance requirements for U.S. companies. The rules address disclosure with respect to:

• Compensation policies and practices and risk;
• Stock and option award reporting;
• Director qualifications, additional directorships held at other companies and director diversity;
• Legal proceedings involving directors, director nominees or executive officers;
• Board leadership structure and the board’s role in risk oversight;
• Compensation consultant independence; and
• Form 8-K reports about shareholder voting results.

The below memorandum summarizes the new rules.