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Proxy Statements and Annual Meetings

NASDAQ Proposes Disclosure of Third-Party Compensation for Directors and Nominees

April 11, 2016 | Posted by Lori Zyskowski Topic(s): Corporate Governance; Miscellaneous; Proxy Statements and Annual Meetings; Securities Regulation

NASDAQ has proposed changes to its listing standards to require disclosure of third-party compensation arrangements for directors and nominees.  After withdrawing an initial proposal on this subject, NASDAQ has revised the proposal, and it has been published in the Federal Register for public comment.  Comments are due on or before April 26, 2016.  The proposal is available here, and a redline showing proposed changes to the rule text begins on page 21 of the document.   Under amendments NASDAQ is proposing to Rule 5250(b), NASDAQ companies would have to disclose all agreements and arrangements between any director, or director nominee, and any third party that provide for compensation or other payments in connection with the individual’s candidacy or service as a director.  The proposed rule would be construed broadly to apply to both compensation and other forms of payment, such as health insurance.  The disclosure requirement would not apply to reimbursement of expenses incurred in connection with serving as a nominee.  The proposal also addresses the following aspects of the proposed disclosure requirement:

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