Client Alert: SEC Adopts Final Say-on-Pay Rules

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On January 25, 2011, the Securities and Exchange Commission adopted final rules under the Securities Exchange Act of 1934, as amended, implementing provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act

requiring:

1) A shareholder advisory vote on executive compensation (the “Say-on-Pay” vote);

2) A shareholder advisory vote on frequency of the Say-on-Pay vote (the “Say-on-Frequency” vote);

3) A shareholder advisory vote on golden parachute compensation arrangements in connection with a merger or similar transaction presented for shareholder approval (the “Say-on-Golden Parachutes” vote); and

4) Specified disclosure concerning golden parachute compensation arrangements in connection with a merger or similar transaction presented for shareholder approval.

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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.

© Ryan Replogle | Attorney Advertising

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