SEC Proposes Say-On-Pay Rules

Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer

Protection Act, on October 18, 2010, the U.S. Securities and Exchange Commission (the SEC) proposed amending its rules to enable shareholders to cast advisory votes on executive compensation and golden parachute compensation. The proposed rules would give shareholders a vote on the following matters.

• Say-on-Pay: Shareholders would be able to cast an advisory vote on executive compensation at least once every three years.
• Say-on-Frequency: Shareholders would be able to cast an advisory vote on the desired frequency of the say-onpay vote.
• Golden Parachutes: Shareholders would be given an opportunity to cast an advisory vote on compensation arrangements and understandings in connection with merger transactions, which are commonly referred to as "golden parachutes."