SEC Proposes Significant Changes to Executive Compensation Disclosure

On January 27, 2006, the Securities and Exchange Commission (SEC) published for comment proposed rules amending the disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters and security ownership of officers and directors. The proposed rules would affect disclosure in proxy and information statements, periodic reports and registration statements. The proposals represent the first significant revision of the executive disclosure rules in 14 years. The proposals also would modify the current reporting requirements of Form 8-K regarding compensation arrangements. Comments on the proposed rules are due by April 10, 2006, and the SEC has proposed that the new rules would be effective for proxy statements filed after 90 days following their adoption.