New Say-on-Pay Rules

Overview

The Securities and Exchange Commission has adopted new rules to require companies (i) to seek a shareholder advisory vote to approve compensation for executives disclosed pursuant to Item 402 of Regulation S-K; (ii) to conduct a separate shareholder advisory vote on how frequently the company will seek the shareholder vote on such compensation; and (iii) to disclose "golden parachute" compensation arrangements and, under certain circumstances, conduct a separate shareholder advisory vote to approve golden parachute compensation. The rules are intended to implement new Section 14A of the Securities Exchange Act of 1934 enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act.