"SEC Proposes Amendments to Executive Compensation and Proxy Disclosure and Solicitation Rules"

On July 10, 2009, the Securities and Exchange Commission (SEC) proposed amendments to the compensation and corporate governance disclosure requirements for public companies. In reaction to the recent crisis, the SEC has focused, in the proposed amendments, on expanding disclosure of executive compensation. This expanded disclosure may extend, in some cases, beyond the named executive officers. Proposed changes to certain reporting conventions in the summary compensation table could impact the determination of who is considered a named executive officer. In addition, the SEC has proposed expanded disclosure of compensation consultant conflicts of interest, director and nominee qualifications, and companies' compensation programs in relation to risk assessment. The proposed amendments would also accelerate reporting of annual voting results and make other changes aimed at improving communication with shareholders. This Stroock Special Bulletin (PDF) outlines the proposed amendments and discusses broad range of issues on which the SEC requests comments.