S-K 407(b)

Disclosures re: Director Attendance

SEC adopts new S-K 407(b)

407(b)(1) requires disclosures about directors' attendance at board and committee meetings
407(b)(2) requires disclosures about directors' attendance at annual meeting

Replaces Schedule 14A Items 7(d)(1), (f), and (h)(3)

As part of consolidation of corporate governance disclosure requirements per new S-K 407
Adopted per SEC Release 33-8732 August 2006
No substantive change was made
See SEC release 33-8732A (2006) Footnote 471
See SEC release 33-8732A (2006) Footnote 502

See also SEC Interpretations below

S-K 407(b) Attendance

S-K 407(b)(1) Board - committee meetings

Rule
Requires disclosure of

Total number of meetings of the board of directors
Directors who attended fewer than 75% of board and committee meetings

S-K 407(b)(2) Annual meeting attendance

Rule
Instruction
Requires disclosures about

Policy re: directors; attending annual meetings
Number of directors who attended prior year's annual meeting

Instructions to 407

Instruction 1 Definitions

Instr 1.a Listed issuer
Instr 1.b National securities exchange
Instr 1.c Inter-dealer quotation system
Instr 1.d National securities association

Instruction 2 Availability of committee charter

Text

SEC Interpretations

S-K Item 407 Interpretations

Issued 3.14.07
Replace prior S-K 407 interpretations in July 1997 Manual of Publicly Available Telephone Interpretations
See S-K 407 Interpretations

Law Firm Commentary

Perkins Coie reference chart

Final release 33-8732A August 2006

Corporate governance disclosure §V.D

Proposal release 33-8655 January 2006

Corporate governance disclosure §V.D

Related Topics

Corporate Governance

Regulation S-K Index

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