by Joseph S. Adams, Andrew C. Liazos, Thomas J. Murphy and Anne G. Plimpton

On October 18, 2010, the U.S. Securities and Exchange Commission (SEC) issued proposed rules regarding shareholder advisory votes on executive compensation and golden parachute arrangements under Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank).  There are three separate shareholder advisory votes under Section 951 that are covered by the proposed rules:   

  • “Say-on-Pay Vote” – voting on whether to approve the compensation of named executive officers as disclosed under federal securities law.
  • “Say-on-Frequency Vote” – voting at least once every six years on whether the say-on-pay vote should occur every one, two or three years.
  • “Say-on-Parachutes Vote” – voting on whether to approve so-called golden parachute compensation in connection with a business combination.

For more information and analysis regarding how the rules could affect the 2011 proxy season, click here

The proposed rules are available at

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