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The Securities and Exchange Commission (the "SEC") issued final rules (the "Final Rules") on June 20, 2012 to implement Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank").  Section 952 of Dodd-Frank directs national securities exchanges (each, an "Exchange") to establish listing standards relating to the independence of compensation committees and compensation advisers. 

In addition, the Final Rules require new proxy disclosure regarding the use of compensation consultants, including fees paid to such consultants, and related conflicts of interest.

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