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Securities and Exchange Commission
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SEC Finalizes Say-On-Pay Rules.
The SEC has adopted final rules implementing the shareholder advisory votes on executive compensation required by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) enacted in July 2010. Section 951 requires that public companies allow for three types of shareholder advisory (i.e., non-binding) votes on executive compensation:
1. A say-on-pay vote on whether to approve the company's compensation for its named executive officers as disclosed, pursuant to the SEC's executive compensation disclosure standards (Item 402 of Regulation S-K). The vote must be held at least once every three years. 2. A say-on-frequency vote on whether to hold the say-on-pay vote every one, two or three years. The say-on-frequency vote must be held at least once every six years. 3. A "golden parachute" vote in connection with merger, acquisition or similar extraordinary business transactions. A compa...See the full content of this document
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