SEC Adopts Final Rules on Say-on-Pay, Say-on-Frequency and Say-on-Parachutes

By on February 1, 2011

by Joseph S. Adams, David A. Cifrino, Thomas P. Conaghan, Andrew C. Liazos, Thomas J. Murphy and Anne G. Plimpton

The SEC recently adopted final rules regarding shareholder advisory votes on executive compensation, the frequency of say‑on‑pay votes and golden parachute arrangements.  Public companies must provide shareholders with a say‑on‑pay vote and say‑on‑frequency vote at the first annual or other meeting of shareholders where directors are elected occurring on or after January 21, 2011.  The say‑on‑parachutes vote and enhanced disclosure of golden parachute compensation will be required for initial filings by all public companies on or after April 25, 2011.  While the final rules are similar to the proposed rules, understanding the differences will assist in preparing for the 2011 proxy season.

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