SEC Adopts Final Rules on Say on Pay - Cooley, LLP 02/07/2011

SEC Adopts Final Rules on Say on Pay "SEC Adopts Final Rules on Say on Pay" http://bit.ly/h4ta0N
On January 25, 2011, the SEC issued final rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding proxy disclosure of shareholder advisory votes on say-on-pay proposals and the frequency of those proposals, as well as advisory votes on golden parachute compensation arrangements. This Alert discusses those final rules.

Last proxy season, shareholders' say-on-pay votes served primarily as confirmations of board decisions regarding executive compensation and not, in most cases, as the kind of rock-throwing exercises that many companies feared. This season, however, has already witnessed one rejection of a say-on-pay proposal and, given-among other factors-the prohibition on broker discretionary voting on both say on pay and say on frequency, we could well see a significant increase in negative votes this season.
Although the votes required under the SEC's recently adopted final