A Rising Tide for Annual Say-on-Pay Votes


As we recently reported in our January 28, 2011 blog "Some Interesting New Developments as SEC Adopts Final Say-On-Pay Rules" the Securities and Exchange Commission last week approved final rules which regulate how public company's shareholders can render advisory votes on their company's executive compensation ("Say-on-Pay"). These rules were promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Reform Act"). One element of these final rules is that shareholders also get to vote on how frequently the Say-on-Pay vote will be conducted at their company ("Say-on-Frequency"). In particular, shareholders can provide an advisory vote that states their wishes as to whether the Say-on-Pay vote should occur every one, two or three years.

As we noted in our January 28, 2011 blog, companies and their board of directors should consider what frequency, if any, to recommend shareholders to approve. We wanted to provide this update on Say-on-Frequency developments as the 2011 proxy season gets into gear and the initial round of Say-on-Pay/Say-on-Frequency votes are solicited.

Please see full article below for more information.

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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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