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GAO-10-1065R 1 (2010-09-29)

handle is hein.gao/gaobadxco0001 and id is 1 raw text is: I GA0 T I M Accountability * Integrity * Reliability United States Government Accountability Office Washington, DC 20548 B-320757 September 29, 2010 The Honorable Christopher J. Dodd Chairman The Honorable Richard C. Shelby Ranking Member Committee on Banking, Housing, and Urban Affairs United States Senate The Honorable Barney Frank Chairman The Honorable Spencer Bachus Ranking Member Committee on Financial Services House of Representatives Subject: Securities and Exchange Commission: Facilitating Shareholder Director Nominations 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 Facilitating Shareholder Director Nominations (RIN: 3235-AK27). We received the rule on August 26, 2010. It was published in the Federal Register as a final rule on September 16, 2010. 75 Fed. Reg. 56,668. The final rule adopts changes to the federal proxy rules to facilitate the effective exercise of shareholders' traditional state law rights to nominate and elect directors to company boards of directors. The new rules will require, under certain circumstances, a company's proxy materials to provide shareholders with information about, and the ability to vote for, a shareholder's, or group of shareholders', nominees for director. SEC believes that these rules will benefit shareholders by improving corporate suffrage, the disclosure provided in connection with corporate proxy solicitations, and communication between shareholders in the proxy process. The new rules apply only where, among other things, relevant state or foreign law does not prohibit shareholders from nominating directors. The new rules will require that specified disclosures be made concerning nominating shareholders or groups and their nominees. In addition, the new rules provide that companies must include in their proxy materials, under certain circumstances, shareholder proposals that seek to establish a procedure in the company's governing GAO-10-1065R

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