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B-334824 Dec 12, 2022 1 (2022-12-12)

handle is hein.gao/gaonzl0001 and id is 1 raw text is: G A   O    U.S. GOVERNMENT ACCOUNTABILITY OFFICE
441 G St. N.W.
Washington, DC 20548
B-334824
December 12, 2022
The Honorable Sherrod Brown
Chairman
The Honorable Patrick J. Toomey
Ranking Member
Committee on Banking, Housing, and Urban Affairs
United States Senate
The Honorable Maxine Waters
Chairwoman
The Honorable Patrick McHenry
Ranking Member
Committee on Financial Services
House of Representatives
Subject: Securities and Exchange Commission: Listing Standards for Recovery of Erroneously
Awarded Compensation
Pursuant to section 801(a)(2)(A) of title 5, United States Code, this is our report on a major rule
promulgated by the Securities and Exchange Commission (SEC) entitled Listing Standards for
Recovery of Erroneously Awarded Compensation (RIN: 3235-AK99). We received the rule on
October 26, 2022. It was published in the Federal Register as a final rule on November 28,
2022. 87 Fed. Reg. 73076. The effective date is January 27, 2023.
The final rule implements section 954 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, Pub. L. No. 111-203, 124 Stat. 1376 (July 21, 2010). Specifically, SEC
states that the final rule directs national securities exchanges and associations that list
securities to establish listing standards that require each issuer to develop and implement a
policy providing for the recovery, in the event of a required accounting restatement, of
incentive-based compensation received by current or former executive officers where that
compensation is based on erroneously reported financial information. SEC further states that
listing standards must require disclosure of the policy. Additionally, SEC states that listed
issuers must file their policies as exhibits to their annual reports, and must include other
disclosures in the event a recovery analysis is triggered under such policies.
Enclosed is our assessment of SEC's compliance with the procedural steps required by section
801(a)(1)(B)(i) through (iv) of title 5 with respect to the rule. If you have any questions about
this report or wish to contact GAO officials responsible for the evaluation work relating to the

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