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The SEC Provides Guidance on Proxy DisclosuresSubmitted by Ted Allen, Publications

In response to various inquiries from companies and their advisers, the U.S. Securities and Exchange Commission has issued guidance on when issuers will be required to comply with the SEC?s new proxy disclosure rules.

The SEC?s commissioners voted 4-1 on Dec. 16 to finalize the new rules, which will require disclosure on board candidates? qualifications, the rationale for the company?s board leadership structure, and whether diversity was considered in the selection of director nominees.

If a company?s fiscal year ended on or after Dec. 20, its Form 10-K and proxy statements must comply with the new requirements if filed on or after Feb. 28, the SEC explained in its Dec. 22 ?Proxy Disclosure Enhancements Transition? guidance. If such an issuer files a preliminary proxy statement (or a 10K) before Feb. 28, the company still must comply with the new disclosure rules if it plans to file a definitive proxy statement after that date. If a company?s fiscal year ended before Dec. 20, it doesn?t need to comply with the new rules, but may voluntarily do so.

However, the SEC said a new mandate to report proxy vote results in a Form 8-K filing within four business days of a shareholder meeting will apply to any meetings held after Feb. 28, even for those issuers that mail their proxy statements before that date.

Full post as published by Institutional Shareholder Services -- Corporate Governance Blog on January 04, 2010 (boomark / email).