[Federal Register Volume 60, Number 131 (Monday, July 10, 1995)]
[Proposed Rules]
[Pages 35633-35638]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-16386]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 228, 229, 240 and 249
[Release Nos. 33-7184; 34-35894; File No. S7-14-95]
RIN 3235-AG50
Streamlining and Consolidation of Executive and Director
Compensation Disclosure
AGENCY: Securities and Exchange Commission.
ACTION: Proposed Rule.
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SUMMARY: The Securities and Exchange Commission (``Commission'') today
is proposing amendments that would permit registrants to provide in the
Form 10-K some of the executive compensation disclosure that is
currently required in the proxy statement furnished to shareholders. In
addition, amendments to the format of disclosure regarding director
compensation are being proposed in order to improve the presentation.
DATES: Comments on the proposed amendments should be received on or
before September 8, 1995.
ADDRESSES: Comments should be submitted in triplicate to Jonathan G.
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. Comment letters should refer to File No.
S7-14-95. All comments received will be available for public inspection
and copying in the Commission's Public Reference Room, 450 Fifth
Street, N.W., Washington, D.C. 20549.
FOR FURTHER INFORMATION CONTACT: Elizabeth M. Murphy or William B.
Haseltine, Special Counsels, at (202) 942-2910, Division of Corporation
Finance, Securities and Exchange Commission, 450 Fifth Street, N.W.,
Mail Stop 3-12, Washington, D.C. 20549.
SUPPLEMENTARY INFORMATION: The Commission is proposing amendments to
Item 402 of Regulations S-B and S-K 1 and to Forms 10-K and 10-KSB
2 and Schedule 14A 3 under the Securities Exchange Act of
1934 (``Exchange Act'').4 The annual proxy and information
statement 5 would be streamlined by allowing some of the more
detailed compensation disclosure required by Item 402 of Regulations S-
B and S-K to be provided in the annual report on Form 10-K 6 filed
with the Commission rather than included in the proxy or information
statement furnished to shareholders. The proposals also would affect
director compensation disclosure, which would remain in the proxy
statement, by consolidating certain elements of that disclosure into an
easier-to-read tabular format that provides information for each
director.7
\1\ 17 CFR 228.402 and 229.402.
\2\ 17 CFR 249.310 and 249.310b.
\3\ 17 CFR 240.14a-101.
\4\ 15 U.S.C. 78a et seq.
\5\ Throughout this release, references to proxy statements
include information statements.
\6\ The discussion of Form 10-K in this release also includes
Form 10-KSB.
\7\ In order to encourage individual investor comments and
suggestions, a ``plain English'' solicitation of comment is included
in another release issued today (33-7183), relating to proposals for
abbreviated financial statements. This ``plain English''
solicitation of comment also solicits investor comment on the
proposed changes to the executive compensation disclosure
requirements; a copy may be obtained by calling 1-800-SEC-0330.
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I. Discussion of Proposals
A. Annual Proxy Statement Streamlining--Location of Compensation
Disclosure
Under the proposal, registrants could reduce the detailed executive
[[Page 35634]]
compensation information provided in the proxy statement by instead
furnishing that information in the Form 10-K. The proxy or information
statement could include only the following items: 8
\8\ This is the information required by Item 402(b), (c), (g),
(j), (k), and (l) of Regulation S-K [17 CFR 229.402(b), (c), (g),
(j), (k) and (l)]. Small business issuers are not required to
provide interlocks information, the Board Compensation Committee
Report, or the Performance Graph. Thus, under the proposal, their
proxy statements would include only the Summary Compensation Table,
the Option/SAR Grants table, and disclosure of director
compensation.
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Summary Compensation Table.
Option/SAR Grants Table.
Compensation of Directors (as proposed to be revised).
Additional Information with Respect to Compensation
Committee Interlocks and Insider Participation in Compensation
Decisions.
Board Compensation Committee Report on Executive
Compensation.
Performance Graph.9
\9\ Comment is specifically solicited on whether the performance
graph should be moved to the annual report to shareholders. See text
below at n. 15.
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Some have suggested that this information is that upon which most
investors focus, and that provision of all of the other executive
compensation disclosures required by Item 402 (the ``remaining
disclosures'') may actually detract from a full understanding of the
disclosure items listed above, or reduce the likelihood that investors
will focus on these disclosure items. The remaining disclosures would
be reported in Item 11 of Part III of Form 10-K. Pursuant to Rule 14a-
3(b)(10),10 registrants must include an undertaking in either
their proxy statements or their annual reports to security holders to
provide without charge, upon written request, a copy of the Form 10-K
for the most recent fiscal year. Therefore, the remaining executive
compensation disclosure would be available to security holders upon
request.
\10\ 17 CFR 240.14a-3(b)(10).
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Comment is solicited on whether registrants should be permitted to
move the specified disclosure items to the Form 10-K only if the Form
10-K containing these items is filed prior to or at the same time as
the proxy or information statement is first sent to shareholders.
Comment is also solicited on whether registrants should have to provide
the Form 10-K containing the remaining executive compensation
disclosure upon security holders' oral request.
The following information would be moved from the annual proxy or
information statement to the Form 10-K:
Aggregated Option/SAR Exercises and Fiscal Year-End
Option/SAR Value Table.
Long-Term Incentive Plan Awards Table.
Defined Benefit or Actuarial Plan Disclosure.
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
Report on Repricing of Options/SARs.11
\11\ Currently, the Repricing Report is required only in an
annual election of directors proxy or information statement. Under
the proposal, this would instead appear in the Form 10-K, with the
retained proviso that this information is not deemed to be
incorporated by reference into any other Securities Act or Exchange
Act filing.
Comment is requested as to the appropriateness of the proposed move
of the disclosure to the Form 10-K for each of the above items.12
Should any or all of the items remain in the annual proxy or
information statement because they are generally of interest to all
shareholders in voting on director candidates, and thus warrant an
annual delivery requirement in connection with the election of
directors? Are any of the items proposed to be moved necessary or
helpful to a shareholder understanding of the disclosure provided in
the Summary Compensation Table or Board Compensation Committee Report?
Should the Option/SAR Grants Table be kept together with the Aggregated
Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table, and if
so, would it be more appropriate to require this information in the
proxy statement or the Form 10-K?
\12\ This is the information required by Item 402(d), (e), (f),
(h) and (i) of Regulation S-K [17 CFR 229.402(d), (e), (f), (h) and
(i)].
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The streamlined executive compensation disclosure would apply only
to proxy statements involving the annual election of directors, but not
to those involving approval of compensation or retirement plans or
option grants.13 Comment is solicited on whether the items
remaining in the proxy statement are the most pertinent ones for
shareholders considering the election of directors, and whether the
proposed streamlined disclosure should also apply to proxy statements
involving the approval of compensation or retirement plans or option
grants.14 Are there any other types of proxy solicitations or
shareholder meetings for which any or all of such items should be
included in the proxy statement? Is it appropriate to retain the proxy
statement disclosure requirement for the items proposed to be retained
in the proxy statement?
\13\ See Item 8(b)-(d) of Schedule 14A.
\14\ Such proxy statements include information required by Item
10 of Schedule 14A, which is related to and builds upon the Item 402
information.
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Should the company be given the choice of including the performance
graph in the annual report to security holders delivered to
investors,15 where it would be placed in the context of the
company's financial statements, Management's Discussion and
Analysis,16 and other matters relating to the company's
performance, rather than in the proxy statement? In that case, if the
company chooses to include some graphic presentation of performance in
the annual proxy or information statement, should it be required to
include the mandated performance graph as well? Should the performance
graph be required to be included in the annual report to security
holders, where, as noted, it would be placed in context, even if it is
also presented in the proxy statement?
\15\ See Rule 14a-3(b) [17 CFR 240.14a-3(b)].
\16\ Item 303 of Regulation S-B and S-K [17 CFR 228.303 and
229.303].
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B. Format of Director Compensation Disclosure
The Commission proposes to make the presentation of several common
elements of director compensation disclosure that lend themselves to a
tabular presentation, e.g., annual retainer fees, meeting fees, and
stock and option awards, clearer and more concise by replacing the
current narrative disclosure of such compensation with a new table that
would be entitled, ``Director Compensation for Last Fiscal Year.''
17 The elements of director compensation that do not as readily
lend themselves to a tabular presentation, e.g., retirement benefits
and legacy programs, as well as mandated or voluntary explanations of
amounts presented in the table, would be discussed in notes or
narrative immediately following the table. Disclosure of director
compensation would remain a proxy statement requirement in order for
shareholders to
[[Page 35635]]
have this information in considering their vote for the election of
directors.
\17\ Suggestions have been made that disclosure of director
compensation should be enhanced in order to assist shareholders who
rely on board oversight as an accountability mechanism. See ``Report
of the NACD Blue Ribbon Commission on Director Compensation,''
National Association of Corporate Directors (``NACD''), June 19,
1995. The amendments regarding the presentation of director
compensation disclosure proposed in this release are intended to
assist shareholders by making the disclosure more readable and
easily understood, but are not being proposed in response to the
recently issued NACD report. Upon a thorough review of the report
and further study of the issues raised by the NACD, the Commission
will determine whether additional revisions to director compensation
disclosure should be proposed.
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As proposed to be revised, Item 402(g) of Regulation S-K 18
would contain essentially the same disclosure as currently required,
but the new table would require individual information for the last
fiscal year to be given for each director who was not named in the
Summary Compensation Table. The new table would exclude information
about directors who also are executive officers named in the Summary
Compensation Table to avoid repetitive disclosure, since any
compensation such individuals receive in their capacity as directors
would be included in the Summary Compensation Table. Comment is
solicited on whether it would be appropriate to require a description
of standard arrangements, such as directors' fees, for directors named
in the Summary Compensation Table, by means of a note to the Director
Compensation Table.19
\18\ 17 CFR 229.402(g). Item 402(f) is the analogous provision
in Regulation S-B [17 CFR 228.402(f)].
\19\ This is the information currently required by Item
402(g)(1) of Regulation S-K [17 CFR 229.402(g)(1)].
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For each director not named in the Summary Compensation Table, the
new table would require disclosure of both cash and stock compensation
provided to the director for services rendered during the registrant's
last fiscal year. The table would consist of six columns requiring
disclosure of:
The director's name.
The amount of any annual retainer fees paid to the
director for service on the Board and Board Committees.
The amount of any separate fees paid for attendance at
Board and Committee meetings.
The amount of any consulting fees, special assignment fees
or other special compensatory fees.
The number of any shares of stock granted.
The number of securities underlying any stock options/SARs
granted.
As is the case with other Item 402 tables, a column could be
omitted from the table if there was no disclosure required under that
caption.20 The amounts of annual retainer fees and meeting fees
set forth in the table would include any premium paid to a director for
serving as a committee chairperson. With respect to these amounts,
registrants would have the option of either setting forth the actual
amount of the annual retainer fee and meeting fees paid to each
director for services during the last completed fiscal year or simply
describing any standard compensatory arrangements established by the
registrant regarding payment of annual retainer and meeting fees,
similar to the disclosure that currently is required in narrative form.
\20\ Current Item 402(a)(6) of Regulation S-K [17 CFR
229.402(a)(6)] and Item 402(a)(5) of Regulation S-B [17 CFR
228.402(a)(5)] would be revised to permit the omission of the table
or column.
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For example, if a director received the registrant's standard
annual retainer fee of $10,000 and standard committee chair fee of
$5000, the annual retainer column could state either ``$10,000 annual
retainer and $5000 committee chair fee,'' or state only ``$15,000.''
Similarly, if a director received the registrant's standard $1000 per
board meeting fee and $500 per committee meeting fee, resulting in
aggregate meeting fee payments of $7500 for the year, the meeting fee
column could state either ``$1000 per board meeting fee and $500 per
committee meeting fee,'' or state only ``$7500.'' Comment is solicited
on whether the Commission should require, in each column, disclosure of
the actual aggregate dollar amount compensation paid to each director
during the last fiscal year, rather than standard compensatory
arrangements, and if so, whether a note to the table should briefly
describe the arrangements pursuant to which the compensation was given.
In cases where some, but not all, of the registrant's directors
listed in the table received compensation pursuant to standard
arrangements, the standard fees could be reflected in the table only
for the directors receiving such fees. The actual amounts of any non-
standard fees would have to be set forth in the table for the directors
receiving the non-standard fees.
The following types of compensatory arrangements, whether standard
or non-standard arrangements, generally would not lend themselves as
readily to a tabular presentation and would therefore continue to be
presented in narrative:
Retirement and pension benefits.
Death benefits to the director's heirs.
Insurance benefits.
Legacy and other charitable programs.
Other non-cash and non-stock benefits.
Consistent with current requirements, the material terms of any
non-standard compensatory arrangement would have to be disclosed, as
well as the amount paid.21 With respect to consulting contracts
and other non-standard arrangements for which amounts are presented in
the new table, the material terms of these arrangements could be set
forth either in a note to the table or narrative immediately following
the table.
\21\ This is the information currently required by Item
402(g)(2) of Regulation S-K [17 CFR 240.402(g)(2)].
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Comment is solicited as to whether there are any elements of
director compensation proposed to be presented in the new table that
should be discussed narratively, and vice versa. Could any of the
compensatory items proposed to be described in narrative form be
readily measured in current dollars (e.g., because they involve current
cash or stock allocations) and therefore be easily and efficiently
reported in tabular form?
Furthermore, as proposed, disclosure would not have to be provided
regarding the grant date market value of any stock provided to
directors in consideration for their service on the board, nor would
the exercise price of any options/SARs granted to directors, or other
terms of such grants, have to be disclosed. Comment is solicited on
whether this disclosure should be required. The proposed table also
does not include information required by Item 404 of Regulations S-B
and S-K (Certain Relationships and Related Transactions),22 except
to the extent it is also compensation information required by Item
402(g). Comment is solicited on whether it would be useful to
consolidate Item 404 information with respect to directors into the
Director Compensation Table.23
\22\ 17 CFR 228.404 and 229.404.
\23\ The consolidated table would be entitled, ``Director
Compensation and Transactions for Last Fiscal Year.''
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II. Request for Comment
Any interested person wishing to submit written comments on the
proposed amendments to executive and director compensation disclosure,
as well as other matters that might have an impact on the proposed
amendments, is requested to do so. Comment is solicited from the point
of view of registrants, shareholders, and other users of information
about the compensation of executives and directors. The Commission also
requests comment on whether the proposed rules, if adopted, would have
an adverse impact on competition that is neither necessary nor
appropriate in furthering the purposes of the Exchange Act. Comments
responsive to this inquiry will be considered by the Commission in
complying with its responsibilities under Section 23(a) of the Exchange
Act.24
\24\ 15 U.S.C. 78w(a).
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III. Cost-Benefit Analysis
To evaluate fully the costs and benefits associated with the
proposals, the Commission requests commenters to provide views and data
as to the costs and benefits associated therewith. The proposal to
permit certain information to be provided in Form 10-K rather than the
proxy statement is expected to benefit registrants by lowering costs
associated with printing and mailing of information currently required
to be furnished to shareholders. The proposal to revise the format of
director compensation disclosure should not appreciably affect costs to
the registrants preparing such information.
IV. Summary of Initial Regulatory Flexibility Analysis
An Initial Regulatory Flexibility Analysis has been prepared in
accordance with 5 U.S.C. 603 concerning the proposed amendments. The
analysis notes that the proposed amendments are intended to reduce the
information regarding executive compensation included in proxy or
information statements, while keeping in mind the Commission's goal of
providing useful information to investors at a reasonable cost to
companies.
As discussed more fully in the analysis, some of the registrants
that the proposed amendments would affect are small entities, as
defined by the Commission's rules. The proposed amendments would
decrease the cost for all issuers, including small businesses.
The analysis discusses possible alternatives to the proposed
amendments including, among others, establishing different compliance
or reporting requirements for small entities or exempting them from all
or part of the proposed requirements. Given the fact that small
business issuers will receive a favorable impact from the proposed
rules, the Commission does not believe that any of the alternatives are
preferable at this time.
Comments are encouraged on any aspect of this analysis. A copy of
the analysis may be obtained by contacting William B. Haseltine, Office
of Disclosure Policy, Division of Corporation Finance, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
V. Statutory Basis
The amendments to Item 402 of Regulations S-B and S-K are being
proposed pursuant to Sections 3(b), 6, 7, 8, 10 and 19(a) of the
Securities Act, Sections 12, 13, 14(a), 15(d) and 23(a) of the Exchange
Act, and Sections 8, 20, 24, 30 and 38 of the Investment Company Act of
1940.
List of Subjects in 17 CFR Parts 228, 229, 240 and 249
Reporting and recordkeeping requirements, and Securities.
Text of the Proposals
In accordance with the foregoing, Title 17, Chapter II of the Code
of Federal Regulations is proposed to be amended as follows:
PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS
1. The authority citation for part 228 continues to read as
follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s,
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss,
78l, 78m, 78n, 78o, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37, 80b-
11, unless otherwise noted.
2. By amending Sec. 228.402 by revising paragraphs (a)(5), (a)(7)
and (f) to read as follows:
Sec. 228.402 (Item 402) Executive compensation.
(a) * * *
(5) Omission of table or column. A table or column may be omitted,
if there has been no compensation awarded to, earned by or paid to any
of the named executives or directors required to be reported in that
table or column in any fiscal year covered by that table.
* * * * *
(7) Location of specified information. The information required by
paragraphs (d), (e), (g) and (h) of this item need not be provided in a
proxy or information statement pursuant to Item 8(a) of Schedule 14A
(Sec. 240.14a-101 of this chapter), but may instead be provided in the
registrant's Form 10-KSB (Sec. 249.310b of this chapter). The
information required by paragraph (h) of this item will not be deemed
to be incorporated by reference into any filing under the Securities
Act or the Exchange Act, except to the extent that the registrant
specifically incorporates it by reference.
* * * * *
(f) Compensation of directors. (1) The information specified in
paragraph (f)(2) of this item, regarding certain types of compensation
paid or provided in the last completed fiscal year to each director of
the registrant, except a director who is a named executive officer,
shall be disclosed in the tabular format specified below:
Director Compensation for Last Fiscal year
Cash compensation Security grants
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Number of
Name Annual Consulting securities
retainer Meeting fees/other Number of underlying
fees ($) fees ($) fees ($) shares (#) options/
SARs (#)
(a) (b) (c) (d) (e) (f)
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Director A
Director B
Director C
(2) The Table shall include:
(i) The name of the director (column (a));
(ii) Cash and Cash-Equivalent Compensation paid or provided to the
director (columns (b), (c) and (d)), including:
(A) The dollar value (cash and non-cash) of any annual retainer
fees for service on the Board and any Board Committees, including any
premium for chairing a committee (column (b));
(B) The aggregate dollar value (cash and non-cash) of any fees for
attendance at Board and Committee meetings, including any premium for
chairing a committee (column (c)); and
(C) The aggregate dollar value (cash and non-cash) of any
consulting fees paid or provided to the director pursuant to a
consulting contract
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entered into in consideration of the director's service on the board,
as well as any special assignment fees and any other non-stock
compensation paid or provided to the director in consideration of the
director's service on the board; and
Instructions to Item 402(f)(2)(ii)
1. Amounts deferred at the election of a director, whether
pursuant to a plan established under Section 401(k) of the Internal
Revenue Code [26 U.S.C. 401(k)], or otherwise, shall be included in
columns (b), (c), or (d) as appropriate. The fact that the amounts
have been deferred may be explained in a note to the table.
2. For any form of non-cash compensation, disclose the fair
market value at the time the compensation is provided.
3. In lieu of stating the dollar value of any annual retainer
fee (column (b)), or aggregate dollar value of any meeting fees
(column (c)), actually paid or provided to each director for
services during the last completed fiscal year, the standard
compensatory arrangement for each individual director receiving the
registrant's standard fees may be described. For example, if
Director A received a registrant's standard annual retainer fee of
$10,000 and standard meeting fees of $1000 per board meeting and
$500 per committee meeting, ``$10,000'' would be set forth in column
(b) and ``$1000 per board meeting and $500 per committee meeting''
would be set forth in column (c). If Director B received the
registrant's standard annual retainer fee of $10,000 plus a $5000
standard premium for serving as a committee chairperson, ``$15,000''
would be set forth in column (b). If Director C received non-
standard retainer and/or meeting fees, the actual amount of the fees
paid or provided to Director C would have to be set forth in columns
(b) and/or (c).
(iii) Any grant of securities to the director for any service
provided as a director, including:
(A) the number of any shares granted (column (e)); and
(B) the number of securities underlying any stock options or SARs
granted (column (f)).
Instruction to Items 402(f)(2)(ii) and (iii)
The material terms of any non-standard arrangements, including
consulting contracts, pursuant to which any of the directors named
in the table was compensated for any service provided as a director
during the registrant's last completed fiscal year shall be provided
in a note to the table or in narrative following the table.
(3) Describe the material terms of any arrangements, standard or
otherwise, pursuant to which any director of the registrant was
compensated for services during the last fiscal year for services as a
director, that are not required to be disclosed in the table required
by paragraphs (f)(1) and (2) of this Item. Such arrangements include,
e.g., retirement and pension benefits, insurance benefits, death
benefits to the director's heirs, legacy and other charitable award
program benefits. With respect to each arrangement described, state the
name of the director that received compensation pursuant to the
arrangement and state any amount paid during the last completed fiscal
year.
* * * * *
PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K
3. The authority citation for part 229 continues to read in part as
follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s,
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn,
77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79e, 79n,
79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted.
4. By amending Sec. 229.402 by revising paragraphs (a)(6), (a)(8)
and (g) to read as follows:
Sec. 229.402 (Item 402) Executive compensation.
(a) * * *
(6) Omission of table or column. A table or column may be omitted,
if there has been no compensation awarded to, earned by or paid to any
of the named executives or directors required to be reported in that
table or column in any fiscal year covered by that table.
* * * * *
(8) Location of specified information. The information required by
paragraphs (k) and (l) of this item need not be provided in any filings
other than a registrant proxy or information statement relating to an
annual meeting of security holders at which directors are to be elected
(or special meeting or written consents in lieu of such meeting). The
information required by paragraphs (d), (e), (f), (h), and (i) of this
item need not be provided in a proxy or information statement pursuant
to Item 8(a) of Schedule 14A (Sec. 240.14a-101 of this chapter), but
may instead be provided in the registrant's Form 10-K (Sec. 249.310 of
this chapter). The information required by paragraphs (i), (k) and (l)
of this item will not be deemed to be incorporated by reference into
any filing under the Securities Act or the Exchange Act, except to the
extent that the registrant specifically incorporates it by reference.
* * * * *
(g) Compensation of directors. (1) The information specified in
paragraph (g)(2) of this item, regarding certain types of compensation
paid or provided for the director's service in the last completed
fiscal year to each director of the registrant, except a director who
is a named executive officer, shall be disclosed in the tabular format
specified below:
Director Compensation for Last Fiscal Year
Cash compensation Security grants
----------------------------------------------------------------
Number of
Name Annual Consulting Securities
retainer Meeting fees/other Number of underlying
fees ($) fees ($) fees ($) shares (#) options/
SARs (#)
(a) (b) (c) (d) (e) (f)
----------------------------------------------------------------------------------------------------------------
Director A
Director B
Director C
(2) The Table shall include:
(i) The name of the director (column (a));
(ii) Cash and Cash-Equivalent Compensation paid or provided to the
director (columns (b), (c) and (d)), including:
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(A) The dollar value (cash and non-cash) of any annual retainer
fees for service on the Board and any Board Committees, including any
premium for chairing a committee (column (b));
(B) The aggregate dollar value (cash and non-cash) of any fees for
attendance at Board and Committee meetings, including any premium for
chairing a committee (column (c)); and
(C) The aggregate dollar value (cash and non-cash) of any
consulting fees paid or provided to the director pursuant to a
consulting contract entered into in consideration of the director's
service on the board, as well as any special assignment fees and any
other non-stock compensation paid or provided to the director in
consideration of the director's service on the board; and
Instructions to Item 402(g)(2)(ii)
1. Amounts deferred at the election of a director, whether
pursuant to a plan established under Section 401(k) of the Internal
Revenue Code [26 U.S.C. 401(k)], or otherwise, shall be included in
columns (b), (c), or (d) as appropriate. The fact that the amounts
have been deferred may be explained in a note to the table.
2. For any form of non-cash compensation, disclose the fair
market value at the time the compensation is provided.
3. In lieu of stating the dollar value of any annual retainer
fee (column (b)), or aggregate dollar value of any meeting fees
(column (c)), actually paid or provided to each director for
services during the last completed fiscal year, the standard
compensatory arrangement for each individual director receiving the
registrant's standard fees may be described. For example, if
Director A received a registrant's standard annual retainer fee of
$10,000 and standard meeting fees of $1000 per board meeting and
$500 per committee meeting, ``$10,000'' would be set forth in column
(b) and ``$1000 per board meeting and $500 per committee meeting''
would be set forth in column (c). If Director B received the
registrant's standard annual retainer fee of $10,000 plus a $5000
standard premium for serving as a committee chairperson, ``$15,000''
would be set forth in column (b). If Director C received non-
standard retainer and/or meeting fees, the actual amount of the fees
paid or provided to Director C would have to be set forth in columns
(b) and/or (c).
(iii) Any grant of securities to the director for any service
provided as a director, including:
(A) the number of any shares granted (column (e)); and
(B) the number of securities underlying any stock options or SARs
granted (column (f)).
Instruction to Items 402(g)(2) (ii) and (iii)
The material terms of any non-standard arrangements, including
consulting contracts, pursuant to which any of the directors named
in the table was compensated for any service provided as a director
during the registrant's last completed fiscal year shall be provided
in a note to the table or in narrative following the table.
(3) Describe the material terms of any arrangements, standard or
otherwise, pursuant to which any director of the registrant was
compensated for services during the last fiscal year for services as
a director, that are not required to be disclosed in the table
required by paragraphs (g)(1) and (2) of this Item. Such
arrangements include, e.g., retirement and pension benefits,
insurance benefits, death benefits to the director's heirs, legacy
and other charitable award program benefits. With respect to each
arrangement described, state the name of the director that received
compensation pursuant to the arrangement and state any amount paid
during the last completed fiscal year.
* * * * *
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
5. The authority citation for Part 240 continues to read in part as
follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg,
77nnn, 77sss, 77ttt, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p,
78s, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37,
80b-3, 80b-4, and 80b-11, unless otherwise noted.
6. By amending Sec. 240.14a-101 by designating the existing
Instruction to Item 8 as Instruction 1 and adding Instruction 2 to read
as follows:
Sec. 240.14a-101 Schedule 14A. Information required in proxy
statement.
* * * * *
Item 8. Compensation of directors and executive officers.
* * * * *
Instructions.
* * * * *
2. If action is to be taken with regard to Item 8(a), but not
with regard to Item 8(b), (c) or (d), only the disclosure specified
by Item 402(a)(8) of Regulation S-K (Sec. 229.402(a)(8) of this
chapter) (or, if applicable, Item 402(a)(7) of Regulation S-B
(Sec. 228.402(a)(7) of this chapter)) need be provided in response
to this Item.
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
* * * * *
7. The authority for Part 249 continues to read, in part, as
follows:
Authority: 15 U.S.C. 78a, et seq., unless otherwise noted.
8. By amending Form 10-K (referenced in Sec. 249.310) by adding a
sentence at the end of Item 11 read as follows:
Note--The text of Form 10-K does not, and this amendment will
not, appear in the Code of Federal Regulations.
Form 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
* * * * *
Item 11. Executive Compensation. * * * If the registrant's
definitive proxy or information statement is incorporated by
reference pursuant to General Instruction G.3, and does not include
all of the information required by Item 402 of Regulation S-K
(Sec. 229.402 of this chapter), as permitted by Item 402(a)(8) of
Regulation S-K, then the remaining Item 402 information shall be
included in the annual report on Form 10-K.
* * * * *
9. By amending Form 10-KSB (referenced in Sec. 249.310b) by adding
a sentence at the end of Item 10 to read as follows:
Note--The text of Form 10-KSB does not, and this amendment will
not, appear in the Code of Federal Regulations.
Form 10-KSB
* * * * *
Item 10. Executive Compensation. * * * If the small business
issuer's definitive proxy or information statement is incorporated
by reference pursuant to General Instruction E.3, and does not
include all of the information required by Item 402 of Regulation S-
B (Sec. 228.402 of this chapter), as permitted by Item 402(a)(7) of
Regulation S-B, then the remaining Item 402 information shall be
included in the annual report on Form 10-KSB.
* * * * *
Dated: June 27, 1995.
By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-16386 Filed 7-7-95; 8:45 am]
BILLING CODE 8010-01-P
