Corporate and Financial Weekly Digest - October 22, 2010
Mondaq Business Briefing › United States Law Articles in English (2010)
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Corporate and Financial Weekly Digest - October 22, 2010
Edited by Robert L. Kohl and David A. Pentlow SEC/CORPORATE
SEC Proposes Rules for Say-on-Pay and Investment Manager Proxy Vote Reporting On October 18, the Securities and Exchange Commission proposed new rules under 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. Section 14A requires public companies to conduct separate non-binding shareholder advisory votes to approve the named executive officer (NEO) compensation (say-on-pay) and the frequency of the say-on-pay vote (say-on-when). Section 14A also requires expanded, tabular format disclosure of executive compensation in connection with mergers or similar transactions (golden parachutes) and a related separate advisory vote on golden parachutes in merger proxy statements. These requirements are effective for annual or special shareholder meetings occurring on or after January 21, 2011. Inclusion of the say-on-pay or say-on-when proposal does not require the filing of a preliminary proxy statement. The proposed rules also r...See the full content of this document
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