Final Executive Compensation and Related Person Disclosure Rules

On July 26, 2006, SEC commissioners approved comprehensive new rules relating to disclosure of executive compensation, director compensation, related person transactions, director independence and other corporate governance matters, current reporting regarding compensation arrangements, and beneficial ownership.  The final rules were adopted largely as proposed, with modifications to address commenters’ suggestions, which are described further in this white paper.  The rules respond to 14 years of developments in executive compensation since the last major SEC overhaul in 1992 and are intended to provide investors with a clearer and more complete picture of compensation to principal executive officers, principal financial officers, the other highest-paid executive officers, and directors.   The final rules will be effective for the 2007 annual meeting season. 

This memorandum describes noteworthy features of the new requirements.  Appendix A provides additional detail about the requirements of new Item 402 of Regulation S-K governing disclosure of executive and director compensation in the form of a template designed to summarize the requirements and assist companies in completing the new tables.

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