Dodd Frank Say-on-Pay Proposed Rules

On October 18, 2010, the Securities and Exchange Commission (the "SEC") proposed rules to implement provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") pertaining to "Say-on-Pay" votes (the "Proposed Rules"). The Proposed Rules require that:

At least once every three years, U.S. public companies ("Issuers") must seek a nonbinding shareholder vote to approve the compensation of named executive officers (the "Say-on-Pay Vote");

At least once every six years, Issuers must seek a nonbinding shareholder vote on whether the Say-on-Pay Vote should be held every one, two or three years (the "Frequency Vote");

Upon certain merger or acquisition transactions voted on by shareholders, Issuers must seek a separate nonbinding vote on golden parachutes or other payments triggered by the transaction, unless such payments have previously been approved in a Say-on-Pay resolution (the "Golden Parachute Vote"); and