
[Federal Register Volume 76, Number 86 (Wednesday, May 4, 2011)]
[Proposed Rules]
[Pages 25273-25274]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-10868]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 229 and 240

[Release Nos. 33-9203; 34-64366; File No. S7-13-11]
RIN 3235-AK95


Listing Standards for Compensation Committees

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule; extension of comment period.

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SUMMARY: The Securities and Exchange Commission is extending the 
comment period for a release proposing a new rule and rule amendments 
to implement the provisions of Section 952 of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act of 2010, which added Section 
10C to the Securities Exchange Act of 1934 (the ``Exchange Act''). 
[Release No. 33-9199; 76 FR 18966 (April 6, 2011)]. The original 
comment period for Release 33-9199 is scheduled to end on April 29, 
2011. The Commission is extending the time period in which to provide 
the Commission with comments on that release to May 19, 2011. This 
action will allow interested persons additional time to analyze the 
issues and prepare their comments.

DATES: Comments should be received on or before May 19, 2011.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/proposed.shtml);
     Send an e-mail to rule-comments@sec.gov; or
     Use the Federal Rulemaking ePortal (http://www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, U.S. Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number S7-13-11. This file number 
should be included on the subject line if e-mail is used. To help us 
process and review your comments more efficiently, please use only one 
method. The Commission will post all comments on the Commission's 
Internet Web site (http://www.sec.gov/rules/proposed.shtml). Comments 
are also available for Web site viewing and printing in the 
Commission's Public Reference Room, 100 F Street, NE., Washington, DC 
20549, on official business days between the hours of

[[Page 25274]]

10 a.m. and 3 p.m. All comments received will be posted without change; 
we do not edit personal identifying information from submissions. You 
should submit only information that you wish to make available 
publicly.

FOR FURTHER INFORMATION CONTACT: N. Sean Harrison, Special Counsel, at 
(202) 551-3430, in the Office of Rulemaking, Division of Corporation 
Finance, U.S. Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-3628.

SUPPLEMENTARY INFORMATION: The Commission has requested comment on a 
release proposing a new rule and rule amendments to implement the 
provisions of Section 952 of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act of 2010, which added Section 10C to the 
Exchange Act. Section 10C requires the Commission to adopt rules 
directing the national securities exchanges (the ``exchanges'') and 
national securities associations to prohibit the listing of any equity 
security of an issuer that is not in compliance with Section 10C's 
compensation committee and compensation adviser requirements. In 
accordance with the statute, the proposed rule would direct the 
exchanges to establish listing standards that, among other things, 
require each member of a listed issuer's compensation committee to be a 
member of the board of directors and to be ``independent,'' as defined 
in the listing standards of the exchanges adopted in accordance with 
the proposed rule. In addition, Section 10C(c)(2) of the Exchange Act 
requires the Commission to adopt new disclosure rules concerning the 
use of compensation consultants and conflicts of interest. The 
Commission approved the proposal at an open meeting on March 30, 2011, 
and the release was posted on the Commission's Web site on that date. 
The release was published in the Federal Register on April 6, 2011.
    The Commission originally requested that comments on the release be 
received by April 29, 2011. A commentator has asked that the Commission 
extend the period of time for public comment on the proposing 
release.\1\ After considering the request and the issues presented by 
the release, the Commission believes that providing the public 
additional time to consider the matters addressed by the release and to 
submit responses to the release would benefit the Commission in its 
consideration of final rules. Therefore, the Commission is extending 
the comment period for Release No. 33-9199, ``Listing Standards for 
Compensation Committees,'' to May 19, 2011.
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    \1\ See letter from Center for Capital Markets Competitiveness 
of the U.S. Chamber of Commerce (Apr. 15, 2011). Comments are 
available on the Commission's Internet Web site at http://www.sec.gov/comments/s7-13-11/s71311.shtml.

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    Dated: April 29, 2011.

    By the Commission.
Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011-10868 Filed 5-3-11; 8:45 am]
BILLING CODE 8011-01-P


