Small Business Securities Bulletin: SEC Adopts Say-on-Pay and Related Rules; Two-Year Temporary Exemption for Smaller Reporting Companies Included


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 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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