SEC Staff Releases Additional Guidance Regarding Proxy Statement Disclosures

March 15, 2007

The staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) today released new Compliance and Disclosure Interpretations (previously known as "telephone interpretations") with respect to SEC rules concerning a variety of matters required to be disclosed in proxy statements. The Interpretations also reiterate certain previous guidance given by the SEC staff that remains applicable to issuers.

The Compliance and Disclosure Interpretations released today concern:

  • Item 403 of Regulation S-K (Security Ownership of Certain Beneficial Owners and Management), including additional information on the table reporting security ownership by management and the SEC’s new requirement regarding disclosure of pledged shares (available at

  • Item 404 of Regulation S-K (Certain Relationships and Related Transactions), including additional details regarding disclosure of related party transactions under Item 404(a), and confirming that disclosure of a company’s policies for the review, approval or ratification of related party transactions is required pursuant to Item 404(b) even if no Item 404(a) related party transactions are reported (available at

  • Item 407 of Regulation S-K (Corporate Governance), including additional information concerning director independence at non-listed issuers and disclosures regarding nominating, audit and compensation committees (available at; and

  • Item 201 of Regulation S-K (Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters), including additional interpretations regarding the table reporting securities authorized for issuance under equity compensation plans and the stock performance graph (available at

Companies preparing or finalizing their proxy statements in particular should review the Interpretations to determine whether they impact the disclosures to be included therein.    

Gibson, Dunn & Crutcher lawyers are available to assist in addressing questions you may have regarding these issues. Please contact the Gibson Dunn attorney with whom you work, or
John F. Olson (202-955-8522, [email protected]),
Brian J. Lane (202-887-3646, [email protected]),
Ronald O. Mueller (202-955-8671, [email protected]),
Amy L. Goodman (202-955-8653, [email protected]),
James J. Moloney (949-451-4343, [email protected]),
Michael Scanlon (202-887-3668, [email protected]),

Gillian McPhee (202-955-8230, [email protected]) or
Elizabeth Ising (202-955-8287, [email protected]).

© 2007 Gibson, Dunn & Crutcher LLP

The enclosed materials have been prepared for general informational purposes only and are not intended as legal advice.