Checklist for the Board: How to Respond to a Say When on Pay Vote

martin.rosenbaum@maslon.com (Martin Rosenbaum) — Mon, 18 Apr 2011 03:50:48 GMT

In the next few weeks, more public companies will hold their annual meetings, which will include the shareholder advisory votes on compensation required under the Dodd-Frank Act. One of these votes allows the shareholders to select the desired frequency of Say-on-Pay votes. Under this frequency vote, sometimes called “Say When on Pay,” shareholders may express a non-binding preference for whether Say-on-Pay votes should be held on an annual, biennial or triennial basis. After the...

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SEC Issues Proposed Rules on Say-on-Pay and Related Matters

martin.rosenbaum@maslon.com (Martin Rosenbaum) — Tue, 19 Oct 2010 03:35:27 GMT

The SEC this afternoon issued its proposed rules on Say-on-Pay, Say When on Pay, Say-on-Parachutes and related matters under Section 951 of the Dodd-Frank Act. Here is the proposing release (PDF). The release answers some questions we have been pondering since the adoption of the Dodd-Frank Act (and in some cases raise more questions): The SEC confirmed that it will not object if companies do not file a preliminary proxy statement for Say-on-Pay or Say When on Pay resolutions – the...

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Corporate Secretaries Group Makes Helpful Observations on Dodd-Frank Act Provisions

martin.rosenbaum@maslon.com (Martin Rosenbaum) — Fri, 01 Oct 2010 03:58:53 GMT

As public companies prepare for their first proxy season under the Dodd Frank Wall Street Reform and Consumer Protection Act (848-page PDF), I’m fielding many questions about implementation of the compensation and governance provisions of the Act. Unfortunately, given the broad language of the Act and the current absence of SEC regulations, there are not a lot of definitive answers. However, the Society of Corporate Secretaries and Governance Professionals has provided a very thoughtful...

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Should Management Automatically Recommend a Triennial Say-on-Pay Vote?

martin.rosenbaum@maslon.com (Martin Rosenbaum) — Thu, 12 Aug 2010 21:45:49 GMT

Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (848-page PDF) requires that any public company, at its first shareholders meeting on or after January 21, 2011, hold a separate vote “to determine whether Say-on-Pay votes will occur every 1, 2 or 3 years”. This vote has been called the frequency vote or “Say When on Pay.” The Say When on Pay vote must be held no less frequently than once every six years. In a previous post, I described some...

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Recent Articles tagged say when on pay from LexMonitor

Checklist for the Board: How to Respond to a Say When on Pay Vote

SEC Issues Proposed Rules on Say-on-Pay and Related Matters

Corporate Secretaries Group Makes Helpful Observations on Dodd-Frank Act Provisions

Should Management Automatically Recommend a Triennial Say-on-Pay Vote?