As discussed in our previous Client Alert, on June 20, 2012, the U.S. Securities and Exchange Commission (the “SEC”) adopted rules to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) that affect the composition of compensation committees, the use of compensation advisers by companies listed on national securities exchanges, and disclosure provided by companies regarding their use of compensation consultants. Under these rules, the national securities exchanges were directed to provide the SEC with proposed rule changes related to compensation committee and adviser independence by September 25, 2012.

On September 25, 2012, the New York Stock Exchange (“NYSE”) and Nasdaq submitted their proposed rule changes to the SEC. Subject to any changes made to the proposals following discussions with the SEC, the proposals will be submitted for public comment and are then scheduled to be adopted by June 27, 2013.