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SEC Proposes Rules on Pay-versus-Performance Disclosure

On April 29, 2015, the Securities and Exchange Commission approved proposed rules (the "Proposed Rules") implementing Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Proposed Rules would require disclosure of the relationship between executive compensation actually paid and the financial performance of the issuer. The disclosures would be required in any annual report, proxy statement or registration statement that would otherwise require executive compensation disclosure under Item 402 of Regulation S-K. The Proposed Rules draw meaningful distinctions between the disclosure requirements applicable to smaller reporting companies and all other reporting companies.

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