SEC Issues Rules for Enhanced Proxy Statement Disclosure of Director Nomination Process and Communication with Directors by Security Holders
November 24, 2003
New rules issued by the Securities and Exchange Commission (Release No. 33-8340, available at www.sec.gov/rules/final/33-8340.htm) require proxy statements for annual meetings of public companies mailed after December 31, 2003 to include substantially more detailed disclosure concerning the company’s procedures for nominating directors than previously required. Enhanced proxy statement disclosure will also be required regarding the means by which, if any, security holders can communicate with boards of directors. U.S. public companies should review the functions and charters of board nominating and corporate governance committees in light of these new disclosure requirements. The rules do not affect non-U.S. SEC-reporting companies (foreign private issuers), as they are not subject to the SEC’s proxy rules
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