• ISS Recommendations Regarding Certain Shareholder Advisory Votes On Compensation
  • November 29, 2010 | Authors: Michael A. Hepburn; Paul R. Lang; Daniel Lee; Thomas D. Twedt
  • Law Firm: Dow Lohnes PLLC - Office
  • The Dodd-Frank Wall Street Reform and Consumer Protection Act amended the Securities Exchange Act of 1934 by adding Section 14A, which requires companies (i) to conduct a separate shareholder advisory vote to approve the compensation of certain executives, (ii) to conduct a separate shareholder advisory vote to determine how often an issuer will conduct a shareholder advisory vote on executive compensation and (iii) when soliciting votes to approve merger or acquisition transactions, to provide disclosure of certain “golden parachute” compensation arrangements and, in certain circumstances, to conduct a separate shareholder advisory vote to approve the golden parachute compensation arrangements. The U.S Securities and Exchange Commission proposed rules to implement Section 14A in October, and these new rules are expected to apply to the first annual or other meeting of shareholders occurring on or after January 21, 2011.