SEC Issues Proposals to Implement Dodd-Frank Act Say-on-Pay Requirements

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Last week, the SEC issued rule proposals to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to shareholder approval of executive compensation, also known as “say-on-pay” (or “SOP”), the frequency of SOP votes and golden parachute compensation arrangements, as well as institutional investment manager vote reporting. Public companies will be required to comply with the SOP and SOP frequency disclosures starting with their first annual shareholders meeting that occurs on or after January 21, 2011, even if the SEC has not finalized the proposals by then. As a result, companies that have not already done so should begin now not only to consider the scope and content of the upcoming SOP proposals and related proxy statement disclosures, but also to analyze whether their compensation plans, practices and disclosures should be modified in order to present their compensation programs in the most favorable light prior to the first – and possibly critical – SOP 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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