Preparation for 2012 Fiscal Year-End SEC Filings and 2013 Annual Shareholder Meetings

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As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange Commission (SEC) and their annual shareholder meetings. This memorandum discusses key considerations to keep in mind as you embark upon the year-end reporting process in 2013.

Year 3 of Say-on-Pay: Smaller Reporting Companies Must Now Comply. 2013 marks the third year of “say-onpay” for companies other than smaller reporting companies, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and related SEC rulemaking. The non-binding shareholder vote on say-on-pay asks shareholders to approve companies’ executive compensation arrangements as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K. A separate vote, referred to as the “say-onfrequency” vote, requires companies to ask shareholders once every six years how often they want to conduct future say-on-pay votes: once a year, once every two years, or once every three years.

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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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