SEC Seeks to Increase Details of Operations in Proxy Statements

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WASHINGTON (AP) _ Stock market regulators Tuesday proposed giving investors more details about how top executives are paid and more freedom to speak out about how companies are run.

The Securities and Exchange Commission voted unanimously to seek public comment on a number of proposals concerning documents, known as proxy statements, that are sent to all shareholders before a company's annual meeting.

The changes, if approved, would give stockholders more information about executive pay packages and loosen restrictions on communicating among themselves before annual meetings.

The SEC is expected to decide later in the year whether to give final approval to the changes after interested parties are able to submit comments.

"We intend to have these rules in place for the 1993 proxy season," vowed SEC Chairman Richard Breeden.

Last year the SEC sought public comment on a number of reforms to the proxy system but in November it delayed final action after receiving hundreds of letters, many from business groups, critical of the changes.

The proposals on executive compensation, first broached by Breeden in February, would require companies to provide tables summarizing compensation in cash and projecting estimated values of stock and stock options awarded company top brass.

"All too often today, proxy descriptions of compensation are lengthy, legalistic narratives that obscure rather than illuminate the most relevant facts," said Breeden.

Another proposal would require companies' boards of directors to spell out the criteria they use to award pay incentives. …


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