Consider it a holiday gift from the Securities and Exchange Commission: The staff of the Division of Corporation Finance has posted new guidance for companies on transitioning to the recently approved proxy disclosure enhancements rule.

The five new Compliance & Disclosure Interpretations posted Dec. 22 comprise the staff's interpretations of how the rule's effective date applies to the filing of proxy statements, Form 10-Ks, Form 8-Ks, Securities Act registration statements, and Exchange Act registration statements.

The final rule, approved by the SEC on Dec. 16, requires companies to provide greater disclosure about executive pay, risks and risk oversight, and directors' experience and qualifications. It also changes the way stock and option awards made to executives and directors get reported in corporate proxies and requires much faster reporting of shareholder vote results.

Among other things, the C&DIs clarify that, if an issuer's fiscal year ends before Dec. 20, 2009, its 2009 Form 10-K and related proxy statement aren't required to be in compliance with the new proxy disclosure requirements, even if filed on or after Feb. 28, 2010.

However, if an issuer's fiscal year ends on or after Dec. 20, 2009, its Form 10-K and proxy statement must be in compliance with the new proxy disclosure requirements if filed on or after Feb. 28, 2010. Moreover, if that issuer is required to file a preliminary proxy statement and expects to file its definitive proxy statement on or after Feb. 28, 2010, the preliminary proxy statement must be in compliance with the new requirements, even if filed before Feb. 28, 2010. If that issuer files its 2009 Form 10-K before Feb. 28, 2010 and its proxy statement on or after Feb. 28, 2010, the proxy statement must comply with the new requirements.

The C&DIs also clarify that an issuer can voluntarily comply with the Summary Compensation Table and Director Compensation Table amendments, but only if it also complies with all other Regulation S-K amendments adopted in the release that apply to the form filed. Issuers may provide the other new disclosures without having to comply with all of the new requirements.

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