"Forgotten" Say-On-Pay Frequency Disclosure

In 2011, public companies conducted their first shareholder advisory votes on executive compensation and also asked shareholders how often the company should conduct future say-on-pay votes. Companies were required to report the results of their shareholders meetings in a Current Report on Form 8-K within four business days after each meeting. In addition, each company was required to inform shareholders whether future say-on-pay votes would occur every one, two, or three years until it holds its next frequency vote.

Many companies either disclosed their frequency decision in their original Form 8-K or subsequent Form 10-Q filing.

In an action that has caused confusion, representatives of the SEC's Division of Corporation Finance recently announced, in the Practising Law Institute's "The SEC Speaks in 2012" conference, that a number of issuers "forgot" to report their frequency decision in accordance with the SEC's rules and interpretations. A company's failure to