SEC Proposes Say-on-Pay Rules

OVERVIEW

Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") requires that companies include a resolution in their proxy statements asking shareholders to approve, in a nonbinding vote, the compensation of their executive officers, as disclosed under Item 402 of Regulation S-K (the "Say-on-Pay" vote). A separate resolution is also required to determine whether this Say-on-Pay vote takes place every one, two, or three years (the "Say-on-Frequency" vote). If any golden parachute compensation has not been approved as part of a Say-on-Pay vote, the Dodd-Frank Act requires that companies solicit shareholder approval of golden parachute compensation through a separate nonbinding vote at the meeting where the shareholders are asked to approve a merger or similar extraordinary transaction that would trigger "golden parachute" payments (the "Say-on-Golden Parachute" vote). The Dodd-Frank Act requires that any proxy statement