The SEC has revised its rulemaking timetable with respect to corporate governance and exempt offerings. As a result of the delay, it is unclear whether the rules regarding disclosure of pay-for-performance, the ratio of CEO pay to the pay of other employees, and hedging by employees and directors will be applicable to the 2012 proxy season.

AUGUST – DECEMBER 2011 (planned)

Corporate Governance & Disclosure

  • §951: adopt rules regarding disclosure by institutional investment managers of votes on executive compensation  
  • §952: adopt exchange listing standards regarding compensation committee independence and factors affecting compensation adviser independence; adopt disclosure rules regarding compensation consultant conflicts  
  • §§953 and 955: propose rules regarding disclosure of pay-for-performance, pay ratios, and hedging by employees and directors  
  • §954: propose rules regarding recovery of executive compensation  
  • §1502: adopt rules regarding disclosure related to “conflict minerals”
  • §1503: adopt rules regarding disclosure of mine safety information
  • §1504: adopt rules regarding disclosure by resource extraction issuers

Exempt Offerings

  • §413: adopt rules to revise the “accredited investor” standard
  • §926: adopt rules disqualifying the offer or sale of securities in certain exempt offerings by certain felons and others similarly situated  

JANUARY – JUNE 2012 (planned)

Corporate Governance & Disclosure

  • §§953 and 955: adopt rules regarding disclosure of pay-for-performance, pay ratios, and hedging by employees and directors
  • §954: adopt rules regarding recovery of executive compensation

JULY - DECEMBER 2012 (planned)

Corporate Governance & Disclosure

  • §952: report to Congress on study and review of the use of compensation consultants and the effects of such use  

DATES TO BE DETERMINED

  • §957: issue rules defining “other significant matters” for purposes of exchange standards regarding broker voting of uninstructed shares

http://www.sec.gov/spotlight/dodd-frank/dfactivity-upcoming.shtml#08-12-11