SEC Proposes Say-on-Pay, Proxy Vote Reporting Rules

by Melissa Klein Aguilar for Compliance Week, October 19th, 2010.

They’re here: The Securities and Exchange Commission has proposed rules requiring companies subject to the federal proxy rules to give shareholders advisory votes on executive compensation and “golden parachute” arrangements, and to require institutional investment managers to report on their votes on executive compensation and “golden parachute” arrangements.

That’s in line with the Commission’s expected rulemaking schedule under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Comments on both proposals are due by Nov. 18.

Under the proposed rules, companies would be required to provide shareholders with an advisory vote on executive compensation and on the desired frequency of the vote. Companies would also have to give shareholders an advisory vote on “golden parachute” pay arrangements in connection with merger transactions, and provide additional disclosure of “golden parachute” arrangements in their merger proxy statements. (continue reading… )


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