[Federal Register Volume 74, Number 242 (Friday, December 18, 2009)]
[Proposed Rules]
[Pages 67144-67145]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-30076]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200, 232, 240, 249, and 274

[Release Nos. 33-9086; 34-61161; IC-29069; File No. S7-10-09]
RIN 3235-AK27


Facilitating Shareholder Director Nominations

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule; re-opening of comment period.

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SUMMARY: In June 2009, the Securities and Exchange Commission proposed 
changes to the federal proxy rules in ``Facilitating Shareholder 
Director Nominations,'' Release Nos. 33-9046; 34-60089; IC-28765; File 
No. S7-10-09 (June 10, 2009), 74 FR 29024 (June 18, 2009) (the 
``Proposal''). The Commission is re-opening the comment period to 
permit interested persons to comment on additional data and related 
analyses that have been included in the public comment file.

DATES: Comments should be received on or before January 19, 2010.

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); or
     Send an e-mail to [email protected]. Please include 
File Number S7-10-09 on the subject line; or

[[Page 67145]]

     Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

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

All submissions should refer to File Number S7-10-09. 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). These 
comments also are available for Web site viewing and copying in the 
Commission's Public Reference Room, 100 F Street, NE., Washington, DC 
20549, between the hours of 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: Lillian Brown or Tamara Brightwell, 
Division of Corporation Finance, at (202) 551-3200, U.S. Securities and 
Exchange Commission, 100 F Street, NE., Washington, DC 20549-4553.

SUPPLEMENTARY INFORMATION: In June 2009, the Commission proposed 
changes to the federal proxy rules that would require a company, under 
certain circumstances, to include in the company's proxy statement 
disclosure concerning a shareholder's, or group of shareholders', 
nominees for director and to include on the company proxy card the 
names of those nominees.\1\ In addition, the proposed rules would 
require companies to include in their proxy materials, under certain 
circumstances, shareholder proposals that would amend, or that request 
an amendment to, a company's governing documents regarding nomination 
procedures or disclosures related to shareholder nominations, provided 
the shareholder proposal does not conflict with the Commission's 
disclosure rules, including the proposed new rules. The Commission also 
proposed changes to certain of our other rules and regulations, 
including the existing exemptions from the proxy rules and the 
beneficial ownership reporting requirements. The Proposal was published 
for comment in the Federal Register on June 18, 2009, and the initial 
comment period closed on August 17, 2009.
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    \1\ Facilitating Shareholder Director Nominations, Release Nos. 
33-9046; 34-60089; IC-28765; File No. S7-10-09 (June 10, 2009) [74 
FR 29024].
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    In connection with the Proposal, a variety of data and related 
analyses have been submitted and included in the public comment 
file,\2\ including data and related analysis by Commission staff. A 
portion of that data and the related analyses were submitted or added 
to the public comment file at or after the close of the initial comment 
period. The Commission is re-opening the comment period to allow 
interested persons to comment on the additional data and analyses in 
the public comment file, including the following materials:
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    \2\ See Comment File No. S7-10-09, available at http://www.sec.gov/comments/s7-10-09/s71009.shtml.
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     Report on Effects of Proposed SEC Rule 14a-11 on 
Efficiency, Competitiveness and Capital Formation, in Support of 
Comments by Business Roundtable, NERA Economic Consulting (submitted on 
August 17, 2009 by the Business Roundtable);
     Why Did Some Banks Perform Better During the Credit 
Crisis? A Cross-Country Study of the Impact of Governance and 
Regulation, Andrea Beltratti and Rene M. Stulz (submitted on September 
11, 2009 by the Business Roundtable);
     The Limits of Private Ordering: Restrictions on 
Shareholders' Ability to Initiate Governance Change and Distortions of 
the Shareholder Voting Process, The Corporate Library (submitted on 
November 18, 2009 by the Shareowner Education Network and the Council 
of Institutional Investors); and
     Supplemental analysis of share ownership and holding 
period patterns from Form 13F data by the Commission's Division of 
Risk, Strategy, and Financial Innovation, dated November 24, 2009.
    The Commission is re-opening the comment period for the Proposal 
with regard to the additional data and related analyses for thirty days 
from the date of publication of this release in the Federal Register.

    By the Commission.

    Dated: December 14, 2009.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-30076 Filed 12-17-09; 8:45 am]
BILLING CODE 8011-01-P