The Securities and Exchange Commission has approved new rules requiring shareholder approval of equity compensation plans, including stock option plans.
The SEC said today the new rules were proposed and adopted by the New York Stock Exchange and the Nasdaq Stock Market. They will also require approval for repricings and material plan changes.
For the first time, the rules will provide comprehensive shareholder approval requirements for these plans for companies subject to the listing standards of the NYSE and Nasdaq.
The NYSE’s new rules will replace its current pilot program, which exempted “broad-based” equity compensation plans from a shareholder approval requirement.
The SEC also approved a change in the NYSE rules for voting shares held in “street name” on equity compensation plans. The change will permit a broker that is a member of the exchange to vote for or against those plans only when the broker receives instructions from the beneficial owner of the voting securities.
“These rule changes are an important step by our nation’s principal markets,” SEC chairman William Donaldson said in a statement. “They have responded to the commission’s call for an increased shareholder voice in the equity compensation practices of listed companies and I applaud them.
“These changes are part of a broad movement by our markets and the commission to enhance the corporate governance practices of the companies traded on them. The New York Stock Exchange and the Nasdaq Stock Market have proposed additional listing standards to strengthen corporate governance, and the commission looks forward to working with them to complete these efforts on behalf of investors and shareholders,” Donaldson said.