Corporate & Securities, April 2013 - Smaller Reporting Companies Now Subject To Say-On-Pay Disclosures In Annual Meeting Proxy Statements


On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted (the “Act”). The Act imposed several new requirements on publicly reporting companies subject to the SEC’s proxy rules. Included in these new requirements are two non-binding stockholder advisory votes which are required to be held at annual meetings of the affected companies. While these requirements have been in effect for most reporting companies since January 21, 2011, Smaller Reporting Companies are now subject to these stockholder advisory voting requirements for their annual meetings held after January 21, 2013.

Specifically, these non-binding voting requirements include: (1) “Say-On-Pay” votes, where stockholders will have an opportunity to voice their approval or disapproval of the compensation of the company’s “Named Executive Officers”; and (2) a vote on the frequency in which stockholders are to conduct such “Say-On- Pay” voting.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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