SEC Release 33-8655 TOC

Significant SEC rule proposal

Adopted by SEC Release 33-8732A
Federal Register version (to come - not yet published)

Principal changes made

Revises disclosure rules for executive compensation and related party transactions
Revises disclosure rules for corporate governance
Requires Plain English for proxy and information statements
Gives guidance for stock option disclosures

See Principal changes made

Effective dates

Changes made generally apply to SEC filings
for fiscal years ending on or after 12.15.06
See Effective dates

Special treatment for

Small business issuers
Foreign private issuers
Business development companies

Aug 2006 release adopts SEC Jan 2006 proposals

Proposal release 33-8655
See Hyperlinked Lawyer Links version

Table of Contents

§
I	Background and Overview
II	Executive and Director Compensation Disclosure
II.A	Compensation Discussion and Analysis Intent and operation Proposed CD&A instructions ''Filed'' status Eliminate performance graph - Compensation committee report
II.B	Compensation Tables Compensation of Named Executive Officers Total compensation column Salary and bonus columns Plan-based awards All other compensation column Captions and table layout Supplemental Annual Compensation Tables Grants of performance-based awards table Grants of all other equity awards table Narrative Disclosure to Summary Comp Table Exercises Holdings of Previously Awarded Equity Outstanding equity awards at fiscal year-end Option exercises and stock vesting Post-Employment Compensation Retirement plan potential table Nonqualified defined contribution - Other deferred compensation table Other potential post-employment payments Officers Covered Named Executive Officers Identifying most highly compensated officers Interplay of Items 402 and 404 Other proposed changes Compensation of directors
II.C	Treatment of Specific Types of Issuers SEC_CODE_REF_0090001192884 Small Business Issuers Foreign Private Issuers Business Development Companies
II.D	Conforming Amendments
II.E	General Comment Requests
III	Revisions to Form 8-K / Exhibit Requirements Items 1.01 and 5.02 Item 5.02(e) General Instruction D
IV	Beneficial Ownership Disclosure
V	Related Transactions Disclosure Transactions with related persons Principles-based disclosure Indebtedness Definitions Disclosure requirements Exceptions Approval of related person transactions Promoters Corporate governance disclosure Application to certain issuers Small Business Issuers Foreign Private Issuers Registered Investment Companies Conforming Amendments Regulation Blackout Trading Restriction Rule 16b-3 Non-Employee Director Definition Other Conforming Amendments
VI	Plain English Disclosure
VII	Transition
	Miscellaneous Sections Paperwork Reduction Act Cost-Benefit Analysis Consideration of Burden on Competition Initial Regulatory Flexibility Act Analysis Small Business Fairness
	Proposed Amendments Key provisions: Revised S-B Item 402 Revised S-B Item 403(b) Revised S-B Item 404 New S-B Item 407 Revised S-K Item 402 Revised S-K Item 403(b) Revised S-K Item 404 New S-K Item 407

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