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ARTICLE · 03 NOVEMBER 2010

U.S. Securities and Exchange Commission Proposes Say-On-Pay and Vote Reporting Rules

Mayer Brown
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On October 18, 2010, the Securities and Exchange Commission (SEC) issued Release Nos. 33-9153; 34-63124, "Shareholder Approval of Executive Compensation and Golden Parachute Compensation" (Say-On-Pay Proposal), which proposes regulations to implement advisory votes giving shareholders: A "say-on-pay" for executive officer compensation; Input on the frequency of such say-on-pay; and A say-on-pay for "golden parachutes" in the context of change in control transactions.

United StatesFinance and Banking
Laura Richman
Laura Richman
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Originally published October 28, 2010

Keywords: say-on-pay proposal, advisory votes, reporting rules, Dodd-Frank

On October 18, 2010, the Securities and Exchange Commission (SEC) issued Release Nos. 33-9153; 34-63124, "Shareholder Approval of Executive Compensation and Golden Parachute Compensation"1 (Say-On-Pay Proposal), which proposes regulations to implement advisory votes giving shareholders:

  • A "say-on-pay" for executive officer compensation
  • Input on the frequency of such say-on-pay
  • A say-on-pay for "golden parachutes" in the context of change in control transactions.

The Say-On-Pay Proposal also contains golden parachute disclosure requirements. The SEC has requested comments on the Say-On-Pay Proposal by November 18, 2010.

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