NASDAQ Compensation Committee Certification Form Now Available | Practical Law

NASDAQ Compensation Committee Certification Form Now Available | Practical Law

NASDAQ has posted a Compensation Committee Certification Form, which listed companies are required to submit to certify compliance with NASDAQ's amended compensation committee rules.

NASDAQ Compensation Committee Certification Form Now Available

Practical Law Legal Update 2-554-3388 (Approx. 3 pages)

NASDAQ Compensation Committee Certification Form Now Available

by Practical Law Corporate & Securities
Published on 14 Jan 2014USA (National/Federal)
NASDAQ has posted a Compensation Committee Certification Form, which listed companies are required to submit to certify compliance with NASDAQ's amended compensation committee rules.
NASDAQ has added the Compensation Committee Certification Form to its online preview forms and applications in the NASDAQ OMX Listing Center. Listed companies must log in to the Listing Center and complete and submit the form to certify their compliance with NASDAQ's amended compensation committee listing rules, which were mandated by the Dodd-Frank Act.
The form addresses requirements regarding the compensation committee charter and composition of the compensation committee. For example, smaller reporting companies must certify compliance with more limited standards. Foreign private issuers must certify if they are following home country practices instead of the requirements.
The following types of issuers are exempt from the amended compensation committee listing rules:
  • Asset-backed issuers and other passive issuers.
  • Cooperatives.
  • Limited partnerships.
  • Management investment companies.
  • Controlled companies.
These companies must use the new form certify that they are exempt from the charter and composition requirements.
A listed company must submit its certification no later than 30 calendar days after the earlier of:
  • Its first annual meeting after January 15, 2014.
  • October 31, 2014.