SEC Adopts Final Rules Regarding Shareholder Advisory Votes On Executive Compensation And Disclosure, And Advisory Votes On Golden Parachute Compensation

On January 25, 2011, the Securities and Exchange Commission ("SEC") adopted rules implementing section 14A of the Securities Exchange Act of 1934, which was enacted by section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. These rules relate to so-called "say-on-pay," "say-on-frequency," and "say-on-golden parachutes" votes.

The adopted rules generally follow the rules proposed October 18, 2010. For a copy of our report regarding the proposed rules, click the following link.

Of particular interest for issuers who are already well into their schedule of preparation for the 2011 annual meeting, the adopted rules include, as did the proposed rules, an amendment to Rule 14a-6 to provide that the required shareholder advisory votes on executive compensation and the frequency of advisory votes on executive compensation will not trigger a requirement to file preliminary proxy materials with the SEC 10 days before mailing. As the rules do not