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SUMMARY OF COMMENTS
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| a) | Accounting and Consulting Firms | |||
|---|---|---|---|---|
| 1. | Arthur Andersen LLP | "AA" | ||
| 2. | Frederic W. Cook & Co., Inc. | "Cook" | ||
| 3. | Ernst & Young LLP | "E&Y" | ||
| 4. | PricewaterhouseCoopers LLP | "PWC" | ||
| b) | Self-Regulatory Organizations | |||
| 1. | New York Stock Exchange, Inc. | "NYSE" | ||
| c) | Professional Associations | |||
| 1. | American Bar Association, Subcommittee on Employee Benefits, Executive Compensation and Section 16 | "ABA" | ||
| 2. | American Institute of Certified Public Accountants | "AICPA" | ||
| 3. | Association of the Bar of the City of New York | "NY City Bar" | ||
| 4. | Association for Investment Management and Research | "AIMR" | ||
| 5. | Association of Publicly Traded Companies | "APTC" | ||
| 6. | Institute of Management Accountants | "IMA" | ||
| 7. | Investment Company Institute | "ICI" | ||
| 8. | New York State Bar Association | "NY State Bar" | ||
| d) | Corporations | |||
| 1. | Emerson Electric Co. | "Emerson" | ||
| 2. | Intel Corporation | "Intel" | ||
| 3. | Lucent Technologies | "Lucent" | ||
| 4. | Microsoft Corporation | "Microsoft" | ||
| 5. | Morgan Stanley Dean Witter | "Morgan" | ||
| 6. | Verizon Communications | "Verizon" | ||
| e) | Pension Funds and Institutional Investor Associations | |||
| 1. | Council of Institutional Investors | "CII" | ||
| 2. | Office of the State Comptroller, State of New York | "NY Comptroller" | ||
| 3. | State Board of Administration of Florida | "FSBA" | ||
| 4. | State of Wisconsin Investment Board | "SWIB" | ||
| 5. | Teachers Insurance and Annuity Association - College Retirement Equities Fund | "TIAA-CREF" | ||
| f) | Individuals | |||
| 1. | Fred D. Kidder | "Kidder" | ||
| 2. | Herbert Kraus | "Kraus" | ||
| 3. | Kathy More | "More" | ||
| 4. | William E. Pritts II | "Pritts" | ||
| 5. | Leonard S. Stein | "Stein" | ||
| 6. | Hendrik Vater | "Vater" | ||
We received 31 responses to our request for comment. (One commenter submitted two letters.) Generally, these responses fell into three categories. The first group was submitted by commenters who opposed the proposed disclosure because, in their view, the required information is substantially equivalent to disclosure already required in issuers' audited financial statements. While the remaining commenters supported our objective to provide investors with greater transparency of equity compensation plans, one group recommended that we supplement the proposed disclosure with additional information and the other group suggested that we scale back the proposed disclosure to reduce the potential costs and burden to registrants.
Most commenters concurred with our objective to provide investors with greater transparency of equity compensation plans.1 One commenter indicated that the proposed disclosure would complement the current financial reporting disclosure for equity compensation plans.2 One commenter conditioned its support for the proposed disclosure on revisions permitting registrants to provide qualitative information about their stock option programs and option philosophy.3
Several commenters opposed the proposed disclosure, however, on the grounds that it is contrary to other initiatives that we have undertaken with the accounting profession to simplify disclosure and eliminate redundancies in financial reporting.4 Specifically, these commenters asserted that the proposed disclosure is substantially equivalent to the disclosure on stock-based compensation required by Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS 123") and the disclosure on earnings-per-share required by Statement of Financial Accounting Standards No. 128, Earnings-Per-Share. They further stated that any incremental benefit from the proposed disclosure is insufficient to warrant its cost to registrants. Five commenters suggested that we eliminate redundant requirements between the financial reporting rules and the proposed disclosure.5
One commenter indicated that the proposed disclosure could lead to misuse of the information to re-calculate diluted earnings-per-share, a computation that already takes into account the impact of outstanding options and other equity awards.6
Three commenters indicated that, to the extent that the proposed disclosure is motivated, in part, to address the recent increase in non-security holder-approved equity compensation plans, this issue is a matter of corporate governance that is currently being addressed by the self-regulatory organizations.7 One commenter suggested that, if we adopt the proposed disclosure, we should add a five-year sunset provision to preclude potential future redundancy.8 A different commenter suggested that we should clarify the purpose of the proposed disclosure, asserting that the proposal falls short of effectively addressing the potential dilution of equity compensation plans or practices.9
The responses are discussed in more detail below.
Commenters supporting proposal (14):
Fourteen commenters expressly supported the use of tabular disclosure to provide the required information.10
Commenters suggesting revisions to proposal (17):
One commenter, noting the information required under SFAS 123, suggested that we permit registrants to satisfy the proposal by cross-referencing the portions of their audited financial statements containing such information.11 A different commenter sought clarification as to whether the proposal is intended to include compensation plans providing for the payment of awards solely in cash.12
Several commenters thought that we should expand the proposed table to include information not only about existing plans, but about equity compensation plans or plan amendments subject to security holder action as well.13 These commenters were concerned that, in the absence of this revision, a registrant amending an equity compensation plan to increase the number of securities authorized for issuance might otherwise avoid disclosing the number of securities previously authorized for issuance under the plan. In addition, this revision would ensure that the totals disclosed in the proposed table reflect the "current status" of a registrant's equity compensation program and that all plans are summarized in a single location. One of these commenters, though, indicated that registrants should have to include information about plans subject to security holder action only in the proxy or information statement, but not in the annual report on Form 10-K or 10-KSB (assuming that disclosure is required in the annual report each year without regard to whether action is being taken on a plan).14
Several commenters suggested that, to prevent the proposed disclosure from becoming too voluminous, we should permit registrants to provide the required information on an aggregate, rather than a plan-by-plan, basis.15 One commenter cited the absence of any significant benefit to investors compared to the costs of compliance as the basis for recommending aggregate disclosure.16
One commenter suggested dividing the proposed disclosure into three categories: plans previously approved by security holders, plans not approved by security holders and plans assumed through mergers and other acquisitions.17 Another commenter also suggested three categories of disclosure: plans and individual arrangements previously approved by security holders, plans and individual arrangements not approved by security holders and plans and individual arrangements subject to security holder action.18 A third commenter suggested two categories of disclosure: plans approved by security holders and plans not approved by security holders.19 A fourth commenter suggested a refined version of this approach: plans approved by security holders (including plans assumed in mergers and other acquisitions where no new grants are permissible) and plans not approved by security holders (plans subject to security holder action in the current fiscal year would be broken out separately).20 A fifth commenter suggested that registrants retain the discretion to determine the appropriate categories of aggregation (for example, plan type, plan purpose or prior approval of security holders) in order to make the information presented meaningful.21
Two commenters suggested that we revise the proposal to address so-called "evergreen" equity compensation plans -- plans that reserve a fixed percentage of a registrant's total outstanding securities for award or grant each year, with the actual number of securities available being adjusted annually to reflect changes in the number of outstanding securities. 22
One commenter suggested a more extensive tabular format than proposed, supplemented with narrative disclosure of the input data required to generate the tabular disclosure.23 This commenter recommended expanding the proposed table to include information on stock options exercised, awards cancelled or expiring unexercised, awards repriced or replaced and any changes in the intrinsic value of awards. This disclosure would be made on a plan-by-plan basis for each year presented in the financial statements, and would include the "fair value" of the securities.
Two commenters suggested that we clarify the proposal to explain whether instruments such as convertible debt or preferred stock, interest on debt payable in common stock or preferred stock dividends payable in common stock are covered by the term "plan."24
One commenter indicated that two revisions to the proposal were needed to accurately assess the economic dilution of an equity compensation plan.25 While acknowledging that the diluted earnings-per-share calculation required under SFAS 128 largely reflects the economic impact of outstanding stock options, this commenter recommended that we isolate compensatory options (which are otherwise aggregated with other potentially dilutive instruments for EPS purposes) by requiring disclosure of the difference between basic EPS and diluted EPS attributable to compensatory stock options rather than to other dilutive securities. This commenter also suggested that we expand the proposal to include the minimum exercise price at which a registrant could grant authorized but unissued securities in the future. This would provide security holders with a general understanding of the potential dilutive effect of securities reserved for issuance upon the exercise of options not yet granted.
Finally, one commenter indicated that equity compensation plans that use formulas to determine the number of securities to be issued and award date will not easily fit into the proposed table and will require footnote disclosure.26
Commenters opposing proposal (1):
One commenter expressly opposed this proposal, asserting that the information is irrelevant once a plan has matured and has only a small number of awards outstanding or securities available for future issuance.27 In this commenter's view, disclosure of this information might lead to the inclusion of the number in a dilution calculation, thereby erroneously inflating the dilutive effect of the plan.
Commenters suggesting revisions to proposal (1):
One commenter suggested that we revise this proposal to require separate disclosure of certain stock awards, such as stock bonuses or stock purchases for a nominal price, in recognition of the greater dilutive effect of these arrangements.28 This commenter recommended using footnote disclosure to minimize confusion and better clarify when securities are available for grant as stock awards or options or both. The same commenter thought we should clarify that the proposed disclosure should cover any compensatory award (including those to consultants and advisors) that is accounted for under SFAS 123, or Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees.
Commenters supporting proposal (6):
The six commenters expressly supporting this proposal indicated that the information will assist security holders in assessing a registrant's overall stock-based compensation practices.29
Commenters opposing proposal (1):
As this proposal relates to "securities issued pursuant to equity awards," a commenter indicated that, for purposes of evaluating the dilutive effect of a registrant's equity compensation program, these issuances are fully disclosed in the registrant's financial statements.30 This commenter also did not see a purpose for differentiating between securities subject to outstanding awards made in the prior fiscal year and awards made in all other years. The commenter preferred using a narrative format to make the required disclosure of the dilutive "overhang" of securities subject to outstanding awards.
Commenters suggesting revisions to proposal (6):
Three commenters suggested that we clarify whether this proposal applies only to securities issued in connection with equity awards made during the last completed fiscal year or to securities issued during the last completed fiscal year in connection with equity awards made in prior years.31
One commenter suggested that we should not require disclosure of the number of securities issued pursuant to equity awards made during the last completed fiscal year where the issuance is de minimis (for example, no more than five percent of all securities issued or subject to options, warrants or rights granted during the last completed fiscal year).32 Another commenter suggested that we should not require disclosure of the number of securities subject to outstanding options, warrants or rights granted under plans assumed through mergers and other acquisitions where this amount is de minimis (for example, no more than 10% of all securities subject to outstanding options, warrants or rights of the acquiror).33
One commenter suggested that we should require disclosure of the number of options, warrants or rights to be granted during the existing fiscal year, if that number could be estimated accurately.34
Commenters supporting proposal (1):
One commenter, although generally opposed to the proposed table, expressly indicated that, if disclosure is warranted, this information is relevant in assessing the dilutive effect of a registrant's equity compensation program.35
Commenters suggesting revisions to proposal (1):
One commenter suggested that we eliminate the distinction between securities to be issued upon the exercise of outstanding options, warrants or rights granted during the last completed fiscal year (proposed column (c)) and securities to be issued upon the exercise of outstanding options, warrants or rights granted during all other prior years (proposed column (d)).36 This commenter asserted that this distinction is unnecessary for assessing the dilutive impact of securities subject to outstanding options, warrants or rights.
Commenters supporting proposal (1):
One commenter, although generally opposed to the proposed table, expressly indicated that, if disclosure is warranted, this information is relevant in assessing the dilutive effect of a registrant's equity compensation program.37
Commenters supporting proposal (1):
One commenter, although generally opposed to the proposed table, indicated that, if disclosure is warranted, the end of the last completed fiscal year is an appropriate measurement point.38
Commenters suggesting revisions to proposal (3):
Three commenters suggested that we revise this proposal to include information on equity compensation plans adopted after the end of the last completed fiscal year, but before the date of the annual meeting of security holders for which the disclosure is being made.39 These commenters expressed concern that, in the absence of this revision, registrants could postpone disclosure of non-security holder-approved plans adopted after the end of the last completed fiscal year for 12 months or more.
Commenters supporting proposal (5):
Five commenters expressly supported this proposal that each column provide totals for the information in the proposed table.40
Commenters supporting proposal (3):
Three commenters expressly supported this proposal.41
Commenters opposing proposal (4):
Two commenters opposed this proposal generally.42 One of these commenters asserted that the proposal could significantly increase the amount of information registrants will be required to disclose, particularly registrants that award securities to non-employees in connection with the acquisition of goods or services.43 The other commenter indicated that each individual arrangement should be disclosed separately, similar to the disclosure currently required for executive officers under Item 402 of Regulation S-K.44
Two other commenters expressly opposed the proposal requiring narrative disclosure of any individual arrangement containing more than 25% of the aggregate number of securities covered by all outstanding individual arrangements.45 One of these commenters noted that, since SFAS 123 already requires issuers using equity instruments to acquire goods and services to disclose this information if important to an understanding of the effects of those transactions on the issuer's financial statements, we should permit registrants to cross-reference this information.46
Commenters suggesting revisions to proposal or alternative proposals (10):
Two commenters suggested that we clarify this proposal to explain the distinction, if any, between "individual arrangements" and "plans" (which are defined in Regulation S-K to cover a single person).47 These commenters noted that, under this proposal, individual arrangements may be disclosed in the aggregate while plans may not. Another commenter suggested that we limit "individual arrangements" to awards granted as compensation outside of any formal equity compensation plan.48
Yet another commenter suggested that we aggregate the disclosure of individual arrangements with equity compensation plans.49 This commenter also suggested that, alternatively, we revise this proposal to require only the information in proposed columns (c) and (d), as well as weighted-average exercise price information, rather than the information in proposed columns (b) and (e). A second commenter also made this suggestion, asserting that the information required in proposed columns (b) and (e) is inappropriate for ad hoc individual arrangements.50
As to the proposal requiring narrative disclosure of any individual arrangement containing more than 25% of the aggregate number of securities covered by all outstanding individual arrangements, one commenter suggested that we base the denominator in the 25% calculation on actual awards granted, rather than total securities authorized.51 Another commenter suggested that we require this disclosure as a separate line item in the proposed table.52
One commenter suggested that we require two additional categories of aggregated disclosure: management (excluding directors and named executive officers) and equity securities acquired by employees at a discount from current market value.53 Another commenter suggested that individual grants and awards to directors should be disaggregated.54
Finally, four commenters had different opinions about whether we should permit aggregated disclosure of equity compensation plans assumed through mergers and other acquisitions.55 Two commenters expressly supported aggregated disclosure.56 One commenter asserted aggregation is appropriate where the assumption of outstanding target company options, warrants or rights is accomplished through conversion of the target company's securities to the acquiror's securities and adjustment of the related exercise price and the assumed plans are not used to grant further options, warrants or rights to employees of either the target company or the acquiror.57 The third commenter expressly opposed aggregate disclosure for equity compensation plans assumed through mergers and other acquisitions.58
Commenters supporting proposal (3):
Three commenters expressly supported this proposal.59
Commenters opposing proposal (3):
Three commenters expressly opposed this proposal.60 One of these commenters asserted that this proposal will taint non-security holder-approved plans, even though state corporate law and SRO corporate governance guidelines do not require security holder approval of certain plans.61
Commenters suggesting revisions to proposal (1):
One commenter suggested that we revise this proposal to provide exceptions for plans adopted to replace equity compensation plans assumed in a merger or other acquisition and plans with a de minimis dilutive effect (for example, less than one percent of total outstanding securities).62
Commenters supporting proposal (10):
Ten commenters expressly supported this proposal.63 One of these commenters suggested that we should permit registrants to satisfy this requirement either with a textual description of the plan or a cross-reference to a prior filing containing a description.64 Another commenter suggested that we require disclosure each year, without regard to whether the plan was adopted in the most recently completed fiscal year or a prior fiscal year.65
Commenters opposing proposal (1):
One commenter expressly opposed this proposal.66
Commenters suggesting revisions to proposal (15):
One commenter suggested that we eliminate the narrative disclosure of the "material features" of a non-security holder-approved equity compensation plan, asserting that the general information about the terms and conditions of awards and grants is not useful and will lead to unnecessary and repetitive "boilerplate" text accompanying the proposed table.67 Another commenter indicated that we should specifically identify the terms and conditions of the plan to be disclosed.68 Two commenters suggested that the "material features" to be disclosed include exercise price, expiration date, vesting conditions and the existence of reload, swap, loan or option repricing provisions.69
Two commenters suggested extending the material terms disclosure requirement to all plans, without regard to security holder approval.70 One commenter suggested that the disclosure requirement should be applicable without regard to when the equity compensation plan was adopted.71
Eight commenters suggested that we require registrants, in addition to providing narrative disclosure of the "material features" of non-security holder-approved plans, to also file copies of these plans.72 One commenter indicated that, in addition to the adoption of a plan, any material event concerning the plan (such as notices of award or repricings) should trigger disclosure through the filing of a current report on Form 8-K. Two commenters expressly opposed the filing of these plans, indicating that their sheer number for some registrants will make filing impractical.73
Two other commenters suggested that the narrative disclosure about a non-security holder-approved plan also should state when and where the plan documents are filed.74 These same commenters suggested that we require registrants to file copies of all equity compensation plans providing for compensation to any officer or director and any plan reasonably expected to provide benefits in excess of $100,000 to any individual employee (whether or not any executive officer of the registrant is a participant in such plan).
One commenter suggested that we require registrants to file copies of all equity compensation plans (other than assumed plans pursuant to which no new awards are to be made and plans below a designated materiality threshold) as exhibits to Form 10-K or 10-KSB.75 This could be achieved by amending Item 601 of Regulation S-K to require filing of any plan pursuant to which equity compensation may be awarded to any employee. Another commenter suggested that we require registrants to file copies of each equity compensation plan in which directors or "named executive officers" (as defined by Item 402(a)(3) of Regulation S-K) participate, or pursuant to which it is likely that any officer of the issuer will receive at least $100,000 in equity compensation.76
Two commenters suggested that, in addition to requiring a description of the "material features" of non-security holder-approved plans, we should revise the proposal to also require disclosure of material plan amendments.77
One commenter indicated that, as a global business, the terms and conditions of its employee stock plans vary widely from country to country. This commenter suggested that we clarify that registrants do not have to disclose non-material variations in options they grant.78
Commenters supporting proposal (3):
Three commenters expressly supported this proposal, asserting that all equity compensation plans should be subject to the same disclosure requirements to prevent manipulation or misleading information about a registrant's plans.79
Commenters opposing proposal (1):
One commenter expressly opposed this proposal, asserting that the source of the securities used to fund an equity compensation plan has no bearing on the level of potential dilution.80
Proposal: Disclosure to be Made in Proxy or Information Statement Whenever Registrant is Seeking Security Holder Action Regarding a Compensation Plan or in Annual Report on Form 10-K or 10-KSB in Years When Registrant is Not Seeking Security Holder Action Regarding a Compensation Plan
Commenters supporting proposal (1):
One commenter expressly supported this proposal if the proposed disclosure is provided on an aggregate basis.81 If, however, disclosure is not permitted on an aggregate basis, this commenter suggested that we require disclosure in the annual report on Form 10-K or 10-KSB only.
Commenters suggesting revisions to proposal (14):
Most commenters indicated that, for purposes of consistency and to avoid confusion, we should require disclosure in the same document each year. Several commenters suggested that we require the disclosure in the proxy or information statement, without regard to whether security holder action on a compensation plan is being taken.82 Generally, these commenters indicated that the information being disclosed is relevant both when voting on a compensation plan and when electing directors. With this in mind, one commenter suggested that we place the disclosure requirement in Schedule 14A, Item 8, rather than in Schedule 14A, Item 10, as proposed.83
Other commenters suggested that we require the disclosure in the annual report on Form 10-K or 10-KSB only,84 or each year in the annual report and additionally in the proxy or information statement in years when security holder action is required on a compensation plan.85 One of these commenters indicated that the proposal is not clear as to whether, in years when disclosure is required in the proxy or information statement, it also is to be included in the annual report on Form 10-K or 10-KSB.86 One commenter suggested that we require the disclosure in the annual report to security holders, so that the information would be readily available to new investors.87
Four commenters suggested that the proxy or information statement disclosure requirement should be triggered by the adoption of a non-security holder-approved equity compensation plan during the last completed fiscal year, as well as when a plan is being submitted for security holder action.88
Two commenters suggested that we clarify the proposal to explain that proxy or information statement disclosure is triggered by the submission of any compensation plan, not just an equity compensation plan, for security holder action.89
One commenter suggested that the proposed disclosure be required in all documents filed with the Commission, including registration statements.90
Two commenters suggested that we require disclosure in registration statements filed in connection with initial public offerings, since there will be no prior public disclosure available to enable investors to measure the potential dilution from outstanding options and securities reserved for future issuance under the filer's equity compensation plans.91 Two commenters, however, expressly opposed requiring disclosure in registration statements filed under the Securities Act of 1933,92 with one of these commenters indicating that adequate information about dilution is already required in registration statements under Item 506 of Regulation S-K.93
Non-Security Holder-Approved Plans
Proposal: Narrative Disclosure of Material Terms of Non-Security Holder-Approved Equity Compensation Plans
One commenter suggested that we require registrants, in the first proxy or information statement or annual report on Form 10-K or 10-KSB made after the effective date of the proposed disclosure, to provide narrative disclosure for each non-security holder-approved equity compensation plan then in existence.94 Another commenter suggested that we require this disclosure only prospectively, and not at all with respect to plans assumed in a merger or other acquisition.95
A. Proposed Disclosure Premature
Two commenters suggested that adoption of the proposed disclosure may be premature. These commenters indicated that proposals being considered by the NASD and the NYSE concerning revision of their security holder approval requirements for equity compensation plans may eliminate the need for additional disclosure.96
One commenter expressed concern that the proposed table will be merely a starting point for requiring further narrative and footnote disclosure of ancillary information related to the information set forth in the proposed table, and urged that we keep the table simple, straightforward and limited to useful and material data.97
Several commenters suggested that we add a column to the proposed table requiring disclosure of the weighted-average exercise price of the prior fiscal year's awards and grants.98 One commenter suggested that issuers should disclose weighted-average exercise price information covering all outstanding awards and grants.99 Another commenter suggested that issuers also should disclose vesting information, to permit investors to evaluate the timing, as well as the amount, of potential dilution.100
One commenter suggested that we add a column to the proposed table explaining the distribution of awards (that is, the percentage of grants to officers, directors, employees or other persons).101 This commenter asserted that this information permits investors to evaluate whether an equity compensation plan is "broad-based." Another commenter suggested that we expand the proposed table to include information on stock options exercised, awards cancelled or expiring unexercised, awards repriced or replaced and any changes in the intrinsic value of awards.102
One commenter suggested that we add two columns to the proposed table: one column disclosing the number of securities issued pursuant to equity awards, plus the number of securities to be issued upon the exercise of options, warrants or rights granted for years prior to the last fiscal year, and the second column disclosing the total number of securities allocated to outstanding grants and awards (both granted in prior years and currently outstanding).103
One commenter inquired as to how performance share rights and restricted shares should be reported in the proposed table.104 This commenter suggested that we require restricted shares to be shown only in column (c) of the proposed table in the year following award since these securities are actually issued, while performance share rights are to be included in column (d) until the shares are actually issued to award recipients. This commenter also requested that we provide clear guidance as to when various awards are to be disclosed in each column.
One commenter suggested that we require disclosure indicating whether an equity compensation plan permitted stock option repricing.105
One commenter questioned whether, based on the needs and concerns reflected in the Proposing Release, the proposed disclosure should be less stringent in the case of equity compensation plans covering non-employees.106 This commenter suggested that less frequent or more abbreviated disclosure would be more appropriate for these plan participants.
One commenter suggested that the proposed disclosure would be more useful if it was part of a comprehensive total compensation disclosure requirement to include expanded executive compensation disclosure as well as equity compensation information for non-employees.107
One commenter requested that the final rules explain the basis for limiting the proposed disclosure to domestic registrants and for not requiring comparable disclosure in registrant statements.108
One commenter suggested that the final rules include an appendix providing questions and answers and examples illustrating how the proposed disclosure is to work.109
In the Proposing Release, we identified certain costs and benefits of the proposed disclosure.
Many commenters concurred with our determination of the benefits resulting from the proposed disclosure.110 One commenter indicated that the proposed disclosure would complement the current financial reporting disclosure for equity compensation plans.111 Other commenters indicated that the proposed disclosure would provide very little benefit to investors.112
In terms of costs, we estimated the aggregate annual paperwork cost of compliance with the proposed amendments to be $3,172,050. Several commenters asserted that the time burden required to implement the proposed disclosure would be significant for many issuers and substantially greater than our estimate.113 One of these commenters estimated that the required disclosure for its plans will add at least four additional pages to the disclosure document and, where the disclosure appeared in the proxy statement, will result in additional printing costs of $100,000 and additional mailing costs of $200,000.114 Another commenter suggested that we seek to offset these increased costs by eliminating current requirements that do not result in the disclosure of useful information.115 One commenter suggested that we consider providing a model form of disclosure for small businesses to further minimize their burden of compliance.116 Finally, one commenter asserted that the proposed disclosure will not significantly increase disclosure costs or burdens on issuers.117
| 1 | ABA; AIMR; APTC; CII; Cook; E&Y; FSBA; ICI; Lucent; More; Morgan; Pritts; NY City Bar; NY Comptroller; NYSE; Pritts; SWIB; TIAA-CREF. |
| 2 | Cook. |
| 3 | APTC. |
| 4 | AA; AICPA; Emerson; IMA; Microsoft; PWC; NY State Bar; Vater; Verizon. |
| 5 | APTC; E&Y; NY State Bar; Stein; Vater. |
| 6 | Emerson. |
| 7 | AA; AICPA; Microsoft. |
| 8 | AICPA. |
| 9 | NY State Bar. |
| 10 | ABA; AIMR; CII; Cook; FSBA; Lucent; ICI; Intel; NY Comptroller; Pritts; Stein; SWIB; TIAA-CREF; Vater. |
| 11 | NY City Bar. |
| 12 | Kidder. |
| 13 | AIMR; CII; Cook; FSBA; SWIB; TIAA-CREF. |
| 14 | Cook. |
| 15 | ABA; Emerson; E&Y; Lucent; Morgan; NY City Bar; NY State Bar; NYSE; Vater. |
| 16 | E&Y. |
| 17 | Lucent. |
| 18 | ABA. |
| 19 | NYSE. |
| 20 | NY State Bar. |
| 21 | NY City Bar. |
| 22 | CII; TIAA-CREF. |
| 23 | AIMR. |
| 24 | AA; Vater. |
| 25 | Kraus. |
| 26 | NY State Bar. |
| 27 | Emerson. |
| 28 | ABA. |
| 29 | AIMR; CII; FSBA; NY Comptroller; Stein; Vater. |
| 30 | Kraus |
| 31 | AA; Kraus; Vater. |
| 32 | More. |
| 33 | Intel. |
| 34 | Stein. |
| 35 | Emerson. |
| 36 | Kraus. |
| 37 | Emerson. |
| 38 | Emerson. |
| 39 | CII; FSBA; TIAA-CREF. |
| 40 | AIMR; Cook; Stein; TIAA-CREF; Vater. |
| 41 | NY State Bar; Stein; TIAA-CREF. |
| 42 | AIMR; PWC. |
| 43 | PWC. |
| 44 | AIMR. |
| 45 | ABA; NY City Bar. |
| 46 | NY City Bar. |
| 47 | AA; Vater. |
| 48 | Morgan. |
| 49 | ABA. |
| 50 | NY City Bar. |
| 51 | ABA. |
| 52 | Cook. |
| 53 | Stein. |
| 54 | Vater. |
| 55 | AIMR; Intel. |
| 56 | Stein; Vater. |
| 57 | Intel. |
| 58 | AIMR. |
| 59 | NY Comptroller; Stein; TIAA-CREF. |
| 60 | Morgan; PWC; Vater. |
| 61 | Morgan. |
| 62 | Emerson. |
| 63 | AIMR; CII; Cook; FSBA; ICI; NY Comptroller; NY City Bar; Stein; TIAA-CREF; Vater. |
| 64 | NY City Bar. |
| 65 | AIMR. |
| 66 | PWC. |
| 67 | Intel. |
| 68 | AIMR. |
| 69 | Stein; Vater. |
| 70 | AIMR; NY City Bar. |
| 71 | Vater. |
| 72 | AIMR; CII; FSBA; NY Comptroller; Stein; SWIB; TIAA-CREF; Vater. |
| 73 | Lucent; NY State Bar. |
| 74 | CII; FSBA. |
| 75 | ABA. |
| 76 | NYSE. |
| 77 | ICI; TIAA-CREF. |
| 78 | Intel. |
| 79 | AIMR; Stein; Vater. |
| 80 | Cook. |
| 81 | NY State Bar. |
| 82 | ABA; AICPA; CII; FSBA; NY Comptroller; NYSE; SWIB; TIAA-CREF. |
| 83 | ABA. |
| 84 | E&Y; Lucent; NY City Bar. |
| 85 | Cook. |
| 86 | E&Y. |
| 87 | Stein. |
| 88 | CII; FSBA; NY Comptroller; TIAA-CREF. |
| 89 | CII; FSBA. |
| 90 | Stein. |
| 91 | NY City Bar; NY State Bar. |
| 92 | ABA; NYSE. |
| 93 | ABA. |
| 94 | Cook. |
| 95 | Lucent. |
| 96 | AA; E&Y. |
| 97 | Intel. |
| 98 | AA; ABA; AIMR; CII; FSBA; Kraus; NY City Bar; NY Comptroller; NY State Bar; NYSE; Stein; SWIB; TIAA-CREF. |
| 99 | ABA. |
| 100 | AA. |
| 101 | SWIB. |
| 102 | AIMR. |
| 103 | Stein. |
| 104 | Emerson. |
| 105 | NYSE. |
| 106 | AA. |
| 107 | AA. |
| 108 | AA. |
| 109 | AA. |
| 110 | ABA; AIMR; APTC; CII; Cook; FSBA; ICI; Lucent; NY City Bar; NY Comptroller; SWIB; TIAA-CREF. |
| 111 | Cook. |
| 112 | AICPA; Microsoft. |
| 113 | AA; AICPA; E&Y; Lucent; NY State Bar; PWC; Vater. |
| 114 | Lucent. |
| 115 | APTC. |
| 116 | Stein. |
| 117 | ABA. |
http://www.sec.gov/rules/extra/equitycompsumm.htm
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