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Proxy Disclosure and Solicitation Enhancements

December 16, 2009

On December 16, 2009, the SEC approved rules changing the information provided to shareholders in proxy materials about risk, compensation, and corporate governance. The rule apply to all public companies regulated by the SEC, including investment companies.

In particular, the new rules require disclosures in proxy and information statements about:

  • The relationship of a company's compensation policies and practices to risk management.
  • The background and qualifications of directors and nominees.
  • Legal actions involving a company's executive officers, directors and nominees.
  • The consideration of diversity in the process by which candidates for director are considered for nomination.
  • Board leadership structure and the board's role in risk oversight.
  • Stock and option awards to company executives and directors.
  • Potential conflicts of interests of compensation consultants.