Proxy Disclosures Under New SEC Rules: Countdown to Compliance

Complying with New Corporate Governance and Compensation Disclosure Mandates

Rules effective for proxy statements filed beginning Feb. 28

Recording of a 90-minute CLE webinar with Q&A

Conducted on Thursday, February 4, 2010

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will explain practical steps that corporate boards and their counsel should take now to prepare for complying with the new SEC proxy disclosure rules. The panel will discuss strategies for managing and reporting compensation and corporate governance risks.


The SEC adopted new proxy disclosure rules in December effective for Form 10-K and proxy statement filings made on or after Feb. 28, 2010 by companies with a fiscal year ending on or after Dec. 20, 2009. Corporate boards must act immediately to comply with the new mandates.

The new rules require disclosures regarding risk and risk oversight, director qualifications and background, board leadership, potential conflicts of interest for compensation consultants, executive compensation and timely reporting of shareholder meeting results.

There are several practical steps corporate boards and their counsel must take now to prepare for implementing compliance with the new SEC rules, including identifying risks related to compensation and corporate governance and devising strategies for risk management and risk reporting.

Listen as our panel of corporate and securities attorneys explains how to implement the SEC's new disclosure rules. The panel will offer best practices for identifying, managing and reporting compensation and corporate governance risks.



  1. New SEC proxy disclosure rules — items addressed
    1. Director and nominee disclosure
    2. Director and nominee qualifications
    3. Director, nominee and executive involvement in legal proceedings
    4. Leadership structure disclosure
    5. Board’s role in risk oversight
    6. Executive compensation disclosure
  2. Preparing for rule implementation
    1. Update D&O questionnaires
    2. Identify risks related to compensation policies and practices
    3. Review board leadership and qualification disclosure
    4. Determine how to measure board diversity
    5. Gather information on relationships with compensation consultants and their affiliates
    6. Implement requirement to report voting results on Form 8-K immediately following annual meeting
    7. Determine necessary corporate governance changes


The panel will review these and other key questions:

  • How will the new SEC proxy disclosure rules impact corporate governance practices at public companies?
  • What are the new requirements for disclosures related to executive compensation and compensation consultants?
  • What should companies do now to prepare to implement the new disclosure rules?


Richman, Laura D.
Laura D. Richman

Mayer Brown

She focuses on corporate governance issues and SEC reporting obligations, including disclosure of matters related to...  |  Read More

Bonnie A. Barsamian
Bonnie A. Barsamian


She is Co-Head of the firm's Corporate Finance Practice. She represents issuers and investment banks in public and...  |  Read More

Mark Borges
Mark Borges


He is an authority on SEC disclosure issues, and is a writer and speaker on executive pay issues. He was previously a...  |  Read More

Laurence S. Lese
Laurence S. Lese

Duane Morris

He practices corporate and securities law. He advises clients as to business law, corporate governance and finance and...  |  Read More

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