On July 1, 2015, the SEC proposed long-awaited rules mandated by the Dodd-Frank Act that would direct the securities exchanges to establish listing standards that would require any company to adopt, disclose and comply with a compensation clawback policy as a condition to listing its securities on an exchange. Each clawback policy must provide that, if the company is required to restate its financial statements because of material noncompliance with any financial reporting requirement under the securities laws, the company would recover excess compensation from any current or former executive officers who received incentive-based compensation during the preceding three-year period based on the erroneous data. The excess compensation would be any compensation in excess of what would have been paid under the accounting restatement. The proposed rules would also require the clawback policy to be filed as an exhibit to its annual report on Form 10-K and would require proxy statement disclosure in XBRL format of certain actions taken pursuant to the clawback policy.