As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange Commission (the SEC) and their annual shareholder meetings. This memorandum discusses key considerations to keep in mind as you embark upon the year-end reporting process in 2011.1 A summary of key changes and considerations for 2011 appears immediately below, followed by a more detailed exploration of the changes and general year-end considerations.

Say-on-Pay Has Arrived. As required by Section 951 of the Dodd Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) and related SEC rulemaking, public companies, other than smaller reporting companies, will be required to include two new, nonbinding resolutions in their proxy statements for shareholder meetings taking place on or after January 21, 2011.