On January 25, 2011 the Securities and Exchange Commission (SEC) adopted final rules to implement the say on-pay and say-on golden parachute provisions of Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act; the adopting release is available at www.sec.gov/rules/final/2011/33-9178.pdf. The final rules, which are generally consistent with the rules the SEC proposed in October, require SEC reporting companies to provide their stockholders, at least once every three years, with a non-binding vote “to approve the compensation of its named executive officers, as disclosed pursuant to” the SEC’s compensation disclosure requirements, also known as say-on-pay.

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