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ARTICLE · 08 SEPTEMBER 2006

SEC Adopts Sweeping Changes To Executive And Director Compensation Disclosure Rules - Part 2

On July 26, 2006, the SEC adopted sweeping changes to its rules for disclosing compensation of executive officers and directors of public companies, information about related person transactions, director independence and other corporate governance matters. These changes will generally be effective for the 2007 proxy season.

United StatesCorporate/Commercial Law

If the exercise price of an option is not the closing price of the company’s stock on the date of grant (regardless of whether it is higher or lower than the closing price), narrative or footnote disclosure must describe the methodology for determining exercise price. For example, if a company uses an average of several trading day closing prices to arrive at the exercise price (i.e., a "formula" plan), that would be disclosed.

Outstanding Equity Awards at Fiscal-Year End Table. This updated table will now show outstanding stock option or other unvested or unearned equity award held by each NEO, including:

  • The number of securities underlying exercisable and unexercisable options (including out-of-the money options) on an option-by-option basis.

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