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SEC Adopts Standards for Compensation Committees of Listed Companies

June 22, 2012
[ by Howard Haykin ] The SEC adopted a new rule and amendments to its proxy disclosure rules, as mandated by the Dodd-Frank Reform Act, which added Section 10C to the Securities Exchange Act of 1934. Section 10C requires the SEC to adopt rules directing the national securities exchanges and national securities associations to prohibit the listing of any equity security of an issuer that is not in compliance with Section 10C’s compensation committee and compensation adviser requirements New Rule 10C-1 directs the national securities exchanges to establish listing standards that, among other things, require each member of a listed issuer’s compensation committee to be a member of the board of directors and to be “independent,” as defined in the listing standards of the national securities exchanges adopted in accordance with the final rule. In addition, pursuant to Section 10C(c)(2), we are adopting amendments to our proxy disclosure rules concerning issuers’ use of compensation consultants and related conflicts of interest. The Rule goes into effect 30 days after publication in the Federal Register]. Compliance Dates. Each national securities exchange and national securities association has 90 days after publication in the Federal Register to submit to the SEC its proposed rule change submissions that comply with the requirements of Exchange Act Rule 10C-1.  Such Rules must be finalized within one year. Issuers must comply with the disclosure changes in Item 407 of Regulation S-K in any proxy or information statement for an annual meeting of shareholders (or a special meeting in lieu of the annual meeting) at which directors will be elected occurring on or after January 1, 2013. SEC Staff Contacts. Direct questions to:  Sean Harrison, Special Counsel, Office of Rulemaking - (202) 551-3430, Heather Maples, Sr. Special Counsel, Office of Chief Counsel - (202) 551-3520, in Div. of CorpFin. For further details, go to:   [SEC Final Rule Release 33-9330, 6/20/12].