Release No. 33-8655
Release No. 34-53185

Release No. IC-27218
 

Securities and Exchange Commission

Executive Compensation and Related Party Disclosure
Section VII

    Release Table of Contents

VII. Transition

We propose that, following their adoption, the proposed new rules and amendments would become effective following publication of the adopting release in the Federal Register as follows:

for Forms 10-K and 10-KSB, for fiscal years ending 60 days or more after publication;

for Forms 8-K, for triggering events that occur 60 days or more after publication;

for Securities Act and Investment Company Act registration statements (including post-effective amendments) and Exchange Act registration statements that become effective 120 days or more after publication; and  

for proxy statements that are filed 90 days or more after publication.³²² We do not propose to require companies to "restate" compensation or related person transaction disclosure for fiscal years for which they previously were required to apply the current rules. Instead, the proposed Summary Compensation Table and disclosure required by proposed Item 404(a) would be required only for the most recent fiscal year.³²³ This would result in phased-in implementation of the proposed Summary Compensation Table amendments and proposed Item 404(a) disclosure over a three-year period for Regulation S-K companies, and a two-year period for Regulation S-B companies.

Request for Comment

Is the proposed effectiveness schedule workable?

Is the proposed phased-in transition provision for the amended Summary Compensation Table and proposed related person transaction disclosure necessary? Could companies revise the previous years required disclosure to conform to the amended requirements without incurring undue costs or burdens?

Are any special transition provisions necessary for any other aspects of the proposed amendments? If so, explain what would be needed and why.

General Request for Comments

We request and encourage any interested person to submit comments on any aspect of our proposals and any other matters that might have an impact on the amendments. We request comment from companies and all users of the executive compensation, related party and corporate governance information required by Commission rules that may be affected by the proposals. With respect to any comments, we note that they are of greatest assistance to our rulemaking initiative if accompanied by supporting data and analysis of the issues addressed in those comments and by alternatives to our proposals where appropriate.

³²² The proposed amendments to the cross-references in Item 10 of Form N-CSR would appear in the Form concurrent with the effective date of the amendments to our proxy rules, and would be effective for a particular registrants Forms N-CSR that are filed after the filing of any proxy statement that includes a response to proposed Item 407(c)(2)(iv) of Regulation S-K (as required by proposed Item 22(b)(15) of Schedule 14A). The substance of the information required by the Item would not be changed.

³²³ The other proposed executive and director compensation disclosure requirements which relate to the last completed fiscal year would not be affected by this proposed transition approach. The Summary Compensation Table would be treated differently because, as proposed, it would require disclosure of compensation to the named executive officers for the last three fiscal years.