Holiday Gift to Issuers: NASDAQ Files Amendments to Listing Rules On Compensation Committee Composition

On Wednesday, December 11, 2013, the Securities and Exchange Commission (SEC) gave notice that, on November 26, 2013, The NASDAQ Stock Market, LLC (NASDAQ) filed a proposal with the SEC to amend its listing rules on compensation committee composition. Of most significance in the amendments, NASDAQ amends its listing rules to remove the outright prohibition on the receipt of compensatory fees by compensation committee members and replaces it with a requirement that a board need only consider the receipt of such fees when determining eligibility for compensation committee membership. Such a change brings the NASDAQ listing rules more in line with the New York Stock Exchange’s more flexible rules relating to compensation committee composition.