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 (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 2013.

Year 3 of Say-on-Pay: Smaller Reporting Companies Must Now Comply. 2013 marks the third year of “say-onpay” for companies other than smaller reporting companies, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and related SEC rulemaking. The non-binding shareholder vote on say-on-pay asks shareholders to approve companies’ executive compensation arrangements as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K. A separate vote, referred to as the “say-onfrequency” vote, requires companies to ask shareholders once every six years how often they want to conduct future say-on-pay votes: once a year, once every two years, or once every three years.