• SEC Issues Proposed Rules on Say-on-Pay Voting and Disclosures
  • October 27, 2010 | Authors: John J. Cannon; Jeffrey P. Crandall; Kenneth J. Laverriere; Doreen E. Lilienfeld; Linda E. Rappaport
  • Law Firm: Shearman & Sterling LLP - New York Office
  • On October 18, 2010, the Securities and Exchange Commission issued proposed rules implementing the say-on-pay provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act.1 Section 951 of the Reform Act requires (1) a non-binding shareholder vote on executive compensation, (2) a non-binding vote on the frequency of the say-on-pay vote, (3) disclosure of “golden parachute” arrangements in connection with specified change in control transactions, and (4) a non-binding shareholder vote on golden parachute arrangements in connection with these change in control transactions.