SEC Delays Planned Adoption Date for Several Executive Compensation Provisions Under the Dodd-Frank Act


On July 29, the Securities and Exchange Commission (SEC) extended its timeline for issuing rules with respect to various Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) provisions applicable to executive compensation. Prior to the recent SEC announcement, it was thought that a number of the Dodd-Frank Act requirements would become effective for the 2012 proxy season. It is now unclear which requirements, if any, will become effective in time for the 2012 proxy season.

Updated SEC Timeline

According to its updated timeline, the SEC plans to adopt the rules with respect to certain corporate governance, disclosure, and executive compensation requirements in the following time periods:

August 2011–December 2011 (planned)

- Section 951: Requires disclosure by institutional investment managers with respect to how they voted on say-on-pay, say on-frequency , and golden parachute proposals.

- Section 952: Requires disclosures relating to compensation consultants and any potential conflicts of interest posed by their work. The requirements include disclosures regarding whether the compensation consultant’s work presents any conflicts of interest and, if so, the nature of those conflicts and how they are being addressed. Additionally, prior to selecting a compensation consultant, legal counsel, or other advisor, the compensation committee is required to consider factors relating to the advisor’s independence. It also requires the SEC to direct national exchanges and national securities associations to enact listing standards that require companies to include enhanced independence requirements for compensation committees.

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