Publications

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The Securities and Exchange Commission has issued Compliance and Disclosure Interpretations regarding the application of the February 28, 2010 effective date of the new rules governing compensation and governance disclosures to be made by issuers who intend to file proxy statements, Form 10-Ks, Form 8-Ks and registration statements on or around the effective date.

The new disclosure rules, issued December 22, 2009, are contained in the SEC’s Proxy Disclosure Enhancements release, no. 33-9089, which can be found on the SEC website. 

The following is a summary of such interpretative guidance:

• If an issuer’s fiscal year ends prior to December 20, 2009, its 2009 Form 10-K and related proxy statement need not comply with the new rules (regardless of when such 2009 Form 10-K and related proxy statement are actually filed). Additionally, if such issuer files a registration statement before the 2010 Form 10-K is required to be filed, such registration statement will not need to comply with the new rules.
• If an issuer’s fiscal year ends on or after December 20, 2009, any proxy statement and/or Form 10-K it files on or after February 28, 2010 must comply with the new rules.
• If an issuer’s fiscal year ends on or after December 20, 2009, any preliminary proxy statement that it files will need to comply with the new rules to the extent the issuer expects the definitive proxy statement to be filed on or after February 28, 2010.
• If an issuer voluntarily complies with the new amendments to the Summary Compensation Table and Director Compensation Table, it must also comply with all other Regulation S-K amendments adopted in the SEC’s Proxy Disclosure Enhancements release.
• If a new SEC registrant files its registration statement on or after December 20, 2009, such registration statement must comply with the new rules in order to be declared effective on or after February 28, 2010.
• An issuer will be required to file a Form 8-K disclosing the results of any shareholder meeting taking place on or after February 28, 2010.

For an overview of the new rules, please see our Alert issued on December 16, 2009.

The full text of the new C&DIs can be found on the SEC website.