December 12, 2002

SEC to Change Rule on Voting on Stock Options Expensing

NCEO founder and senior staff member

In a December 6 letter to the United Brotherhood of Carpenters and Joiners, Martin Dunn, the SEC's deputy director of corporation finance, said that following an SEC review of the matter, "in the future, we will not treat shareholder proposals requesting the expensing of stock options as relating to ordinary business matters." The SEC had already been going in this direction in two prior letters on this matter, but this new letter makes it clear that this will be SEC policy generally, not just on a case-by-case basis. Prior to these letters, companies could exclude proxies asking for expensing saying that they related to ordinary business issues not within the scope of proxy requirements.