What´s New For The 2009 Proxy Season

In comparison to recent proxy seasons, there are very few new disclosure requirements to tackle this year. There remains, however, much work to be done. Current market turmoil has refocused attention on executive compensation. Many companies will be faced with the challenge this year of drafting new disclosure reflecting the effects of economic conditions and recent legislation on compensation programs. The SEC has continued to deliver the message that companies have a long way to go before mastering the executive compensation disclosure the SEC was looking for when it adopted the revised rules in 2006. The 2009 proxy season represents a third opportunity for companies to improve their compensation disclosure and meaningfully convey their compensation stories to shareholders. The SEC has also emphasized the need for companies to improve their MD&A disclosure by including more specific analysis and enhanced liquidity and capital resource disclosure. Many companies will