Corporate Executive Essentials - Update on "Say on Pay"

On July 15, 2010, the U.S. Senate approved the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Dodd-Frank Act represents one of the most significant financial reforms proposed in recent decades and presents numerous corporate governance and securities law issues that will require the attention of corporate executives. It is expected that the legislation will be signed into law by the President in the coming week. In light of its anticipated enactment, corporate executives will need to consider issues that are certain to arise under their companies' current or future executive compensation programs.

The "Say on Pay" provisions, contained in Section 951 of the Dodd-Frank Act (which inserts new Section 14A provisions into the Securities Exchange Act of 1934), require that (i) beginning with the first annual meeting of shareholders occurring six months after the Dodd-Frank Act is signed into law, and (ii) not less frequently than once every three years, a