This booklet covers the new proxy disclosure rules significantly amended by the Securities and Exchange Commission (SEC) at the end of 2006. The amended disclosure rules are intended to provide investors with a clearer and more complete picture of executive and director compensation than existed under prior disclosure rules, which were criticized as being too rigid in terms of format and inadequate in terms of all inclusiveness. The amended disclosure rules accomplish this by combining a revised and broader-based tabular presentation with an improved narrative disclosure that supplements the tables.

This booklet is primarily focused on the technical aspects of implementation. That is, what pay data goes into which table and what information is to be included in the Compensation Discussion and Analysis.

This simplified guide on proxy disclosures educates senior-level HR professionals who are responsible for executive compensation but may not have technical expertise in this area. This guide will make it easier to understand how to ready proxy statements and specifically addresses the newly adopted amendments to the proxy disclosure rules for executive and director compensation.