Say-On-Pay Votes: Recap of Inaugural Season to Date


Under rules adopted by the Securities and Exchange Commission (“SEC”) implementing the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, most public companies have been required to provide two new shareholder advisory votes in their proxy materials this season. These advisory votes – to approve the compensation of the company’s named executive officers, also known as “say-on-pay,” and to approve the frequency of future say-on-pay votes – have presented shareholders and proxy advisory firms with the opportunity to voice their opinions on executive compensation.

We have tracked the approximately 1,600 companies that have included say-on-pay proposals through mid-May 2011 and this client alert highlights certain trends and lessons learned from the results reported on these votes.

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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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