[Federal Register Volume 75, Number 39 (Monday, March 1, 2010)]
[Rules and Regulations]
[Pages 9100-9101]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-4006]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 249

[Release Nos. 33-9089A; 34-61175A; IC-29092A; File No. S7-13-09]
RIN 3235-AK28


Proxy Disclosure Enhancements; Correction

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; correction.

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SUMMARY: We are making technical corrections to amendments to our 
disclosure rules adopted in Release No. 33-9089 (December 16, 2009), 
which was published in the Federal Register on December 23, 2009 (74 FR 
68334). Specifically, we are correcting Forms 10-Q and 10-K to retain 
the current numbering of the items appearing in each form to avoid 
confusion that might otherwise arise from references to the current 
numbering in professional literature. In addition, we are making three 
corrections to Form 8-K. We are correcting Form 8-K to add an 
instruction, which was inadvertently excluded, that corresponds to an 
instruction contained in Forms 10-Q and 10-K that allows certain 
wholly-owned subsidiaries to omit the disclosure of shareholder voting 
results. We also are correcting Form 8-K to amend the regulatory text 
to make it consistent with the discussion of the amendments to that 
form contained in Release No. 33-9089.

DATES: Effective Date: February 28, 2010.

FOR FURTHER INFORMATION CONTACT: N. Sean Harrison, Special Counsel, at 
(202) 551-3430, U.S. Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549.

SUPPLEMENTARY INFORMATION: We are making the following corrections to 
Release No. 33-9089 (December 16, 2009), which was published in FR Doc. 
E9-30327 and appeared on page 68334 in the Federal Register on December 
23, 2009:

[[Page 9101]]

PART 249--[CORRECTED]

    Note: The text of Forms 8-K, 10-Q and 10-K do not, and these 
amendments will not, appear in the Code of Federal Regulations.

Form 8-K [Corrected]

0
1. On page 68366, in the first column, paragraph (a) of Form 8-K is 
corrected to read as follows:
    ``(a) The date of the meeting and whether it was an annual or 
special meeting. This information must be provided only if a meeting of 
security holders was held.''

0
2. On page 68366, in the first column, in Form 8-K, ``Instruction 3 to 
Item 5.07'' is corrected to read:
    ``Instruction 3 to Item 5.07. If the registrant did not solicit 
proxies and the board of directors as previously reported to the 
Commission was re-elected in its entirety, a statement to that effect 
in answer to paragraph (b) will suffice as an answer thereto regarding 
the election of directors.''

0
3. On page 68366, in the first and second column, in Form 8-K, 
``Instruction 5 to Item 5.07'' is corrected to read:
    ``Instruction 5 to Item 5.07. A registrant may omit the information 
called for by this Item 5.07 if, on the date of the filing of its 
report on Form 8-K, the registrant meets the following conditions:
    1. All of the registrant's equity securities are owned, either 
directly or indirectly, by a single person which is a reporting company 
under the Exchange Act and which has filed all the material required to 
be filed pursuant to Section 13, 14 or 15(d) thereof, as applicable; 
and
    2. During the preceding thirty-six calendar months and any 
subsequent period of days, there has not been any material default in 
the payment of principal, interest, a sinking or purchase fund 
installment, or any other material default not cured within thirty 
days, with respect to any indebtedness of the registrant or its 
subsidiaries, and there has not been any material default in the 
payment of rentals under material long-term leases.''

Form 10-Q [Corrected]

0
4. On page 68366, in the second column, the amendatory language for 
amendment 10 is corrected to read:
    ``10. Amend Form 10-Q (referenced in Sec.  249.308a) by removing 
and reserving Item 4 in Part II--Other Information.''

Form 10-K [Corrected]

0
5. On page 68366, in the second column, the amendatory language for 
amendment 11 is corrected to read:
    ``11. Amend Form 10-K (referenced in Sec.  249.310) by removing and 
reserving Item 4 in Part I.''

    Dated: February 23, 2010.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-4006 Filed 2-26-10; 8:45 am]
BILLING CODE 8011-01-P