SEC Finalizes Rules For Shareholders' Say-On-Pay, Say-On-Frequency and Say-On-Golden Parachute Votes

The U.S. Securities and Exchange Commission (the "SEC") has adopted new rules that require every public company¹ to conduct separate shareholder advisory votes on executive compensation and golden parachute arrangements. The new rules implement Section 14A of the Securities Exchange Act of 1934 (the "Exchange Act"), which was created under Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), signed into law on July 21, 2010. The votes cast by a company's shareholders pursuant to Section 14A will be nonbinding on the company and its board of directors, will not overrule a decision by the company or its board of directors and will not create or change the fiduciary duties of the company or its board of directors.