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SEC Updates CD&Is Re: Advisory Votes on Executive Compensation

The Securities and Exchange Commission posted examples of advisory vote descriptions that would be (or would not be) consistent with the requirement that shareholders be given an advisory vote to approve the compensation paid to a company?ÇÖs named executive officers, as disclosed pursuant to Item 402 of Regulation S-K. For example, on its proxy card, the company can describe the advisory vote as ?Ç£Advisory vote to approve named executive officer compensation,?Ç¥ but not ?Ç£To hold an advisory vote on executive compensation,?Ç¥ because the latter description is ambiguous. The SEC regularly posts questions and answers with its interpretations of the registration and reporting provisions of Sections 12, 13 and 15 of the Exchange Act. The SEC?ÇÖs updated Q&A and examples can be found here.

Deadline to Adopt Pre-Approved Defined Benefit Plans

In its recent newsletter to retirement plan sponsors, the IRS reminded employers that use preapproved defined benefit plan documents that they have until April 30, 2012, to sign and date documents that have been updated for EGTRRA, to be eligible for retroactive remedial amendment and reliance. Failure to adopt an updated defined benefit plan by April 30 may cause the plan to lose its qualified status. The April 30 deadline also applies to employers who have individually designed defined benefit plans and have signed Form 8905, Certification of Intent to Adopt a Pre-Approved Plan, before the end of the plans?ÇÖ five-year remedial amendment cycle. A copy of the IRS newsletter can be found here.

Final Rules on Health Plan Coverage of Preventative Services Issued

The U.S. Departments of Treasury, Labor and Health and Human Services issued final regulations on the health reform requirement that non-grandfathered health plans and health insurance issuers provide first-dollar coverage for certain preventive health services, including, but not limited to, all Food and Drug Administration approved contraceptive methods, sterilization procedures and patient education and counseling for all women with reproductive capacity. These regulations finalize, without change, the interim final regulations?ÇÖ exemption that allows certain religious employers from having to provide coverage for certain preventive health services. A copy of the final regulations is available here.

February 2012