SEC Modifies Certain "Compliance and Disclosure Interpretations" on Proxy Rules
The SEC updated its Proxy Rules and Schedule 14A Manual of Publicly Available Telephone Interpretations and the 1999 Supplement. The SEC said that it is continuing a process of updating broader "Compliance and Disclosure Interpretations" ("C&DIs") relating to the proxy rules.
According to the latest revisions, the SEC made substantive changes in the "telephone interpretations" to:
- Interpretations 124.01 and 124.07 regarding the exercise of discretion as to the voting of a proxy;
- Interpretation 126.02 regarding corporate name changes;
- Interpretation 151.01 regarding raising capital that may be used in connection with an acquisition;
- Interpretation 161.03 regarding the disclosure of awards and benefits; and
- Interpretation 163.01 regarding modifications on the terms of a security.
The remainder of the current revisions to the C&DIs were either technical or non-substantive.