Say-On-Pay

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With the end of April 2011, it has been one-hundred days since shareholders were able to render advisory votes on the executive compensation provided at their publicly-held companies in accordance with rules adopted by the Securities and Exchange Commission (“SEC”) in January 2011 (“Say-On-Pay”).  These rules were promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”).  Our Say-On-Pay Site provides periodic blogs on Say-on-Pay developments, along with an overview of the applicable rules and requirements, and there are also updated Say-On-Pay voting results and statistics.
Continue Reading The First 100 Days of Say-On-Pay Mark Many More Failed Votes and the Advent of Say-On-Golden Parachutes

It has now been two months since shareholders were able to render advisory votes on the executive compensation provided at their publicly-held companies in accordance with rules adopted by the Securities and Exchange Commission (“SEC”) in January 2011 (“Say-On-Pay”). These rules were promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”).  Our Say-On-Pay Site provides periodic blogs on Say-on-Pay developments, along with an overview of the applicable rules and requirements, and there are also Say-On-Pay voting results and statistics which we have been updating and posting on a daily basis. Continue Reading The Latest Results and Trends after Second Month of Say-on-Pay Voting

Please read our latest update on Say-on-Pay and frequency voting results, which includes summary results and detailed company-by-company results.  The results are sorted by the company’s SEC filer status and by the date on which the annual shareholder meeting was held.  We will be regularly updating this information as well as periodically posting new  blogs in this section so please check back to obtain the latest results and commentary.Continue Reading Say-On-Pay Blogs and Up-to-Date Voting Results

It has now been one month since shareholders were able to render advisory votes on the executive compensation provided at their publicly-held companies in accordance with rules adopted by the Securities and Exchange Commission (“SEC”) in January 2011 (“Say-On-Pay”). These rules were promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”).  Our January 28, 2011 blog “Some Interesting New Developments as SEC Adopts Final Say-On-Pay Rules” provides an overview of the applicable rules and requirements. Of the seventy-six Say-On-Pay votes which have been reported on to-date, the shareholders at two companies have voted against approving the executive compensation.Continue Reading Trends Developing after First Month of Say-on-Pay Votes

As we recently reported in our January 28, 2011 blog “Some Interesting New Developments as SEC Adopts Final Say-On-Pay Rules“ the Securities and Exchange Commission last week approved final rules which regulate how public company’s shareholders can render advisory votes on their company’s executive compensation (“Say-on-Pay”). These rules were promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act  (the “Reform Act”).Continue Reading A Rising Tide for Annual Say-on-Pay Votes

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) and its own October 2010 proposed rules (Release No. 33-9153) (the “Proposed Rules”), the Securities and Exchange Commission (the “SEC”) on January 25, 2011 announced its adoption by a 3-2 vote of final regulations for shareholder advisory votes on executive compensation (“Say-on-Pay”) and golden parachute compensation (Release No. 33-9178) (the “Final Rules”).Continue Reading Some Interesting New Developments as SEC Adopts Final Say-on-Pay Rules

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) and its own timetable for proposing regulations required by section 951 of the Reform Act, the Securities and Exchange Commission on October 18, 2010 issued a press release and published proposed rules (Release No. 33-9153) (the “Proposed Rules”) for shareholder advisory votes on executive compensation (“Say-on-Pay”) and golden parachutes. The SEC also concurrently released proposed regulations (Release No. 34-63123) which would require certain institutional investment managers to report annually how they voted on executive compensation matters (we will cover this second set of proposed regulations in a separate blog article).Continue Reading Time to Get Ready for Say-on-Pay as SEC Releases Proposed Rules

On July 21, 2010, the President signed into law (Public Law 111-203) the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”). The Reform Act implements a sweeping regulatory overhaul of the financial, banking and mortgage industries and also addresses consumer protection. Included in the Reform Act, and which is the subject of this blog, are numerous new laws affecting executive compensation and corporate governance at publicly-held companies.Continue Reading The Regulatory March to Reform Executive Compensation Practices Takes Another Step Forward

On July 21, 2010, the President signed into law (Public Law 111-203) the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”). The Reform Act implements a sweeping regulatory overhaul of the financial, banking and mortgage industries and also addresses consumer protection. Included in the Reform Act, and which is the subject of this blog, are numerous new laws affecting executive compensation and corporate governance at publicly-held companies.Continue Reading The Regulatory March to Reform Executive Compensation Practices Takes Another Step Forward

Acting in rapid fashion, on July 31, 2009, the House of Representatives passed legislation that, if enacted, would further advance the federal government’s efforts to realign executive compensation practices. As we reported in our July 22, 2009 blog, the Treasury Department released draft legislation just two weeks earlier to require (i) an annual shareholder vote to approve named executive officer compensation, (ii) a shareholder vote to approve golden parachute arrangements and (iii) enhanced compensation committee independence and authority. The House-approved legislation, which now has been referred to the Senate’s Committee on Banking, Housing, and Urban Affairs, in some respects goes even further than what was originally contemplated by Treasury.Continue Reading House Quickly Passes Legislation to Control Executive Compensation Practices

As a part of the federal government’s on-going efforts to reform executive compensation practices and to rein in excessive compensation, the Treasury Department drafted and released new legislation (known as the “Investor Protection Act of 2009”) on July 16, 2009 concerning shareholder Say-on-Pay and the independence of compensation committees (see also the Treasury’s fact sheets on Say-on-Pay and compensation committee independence). This legislation was expected given recent Treasury pronouncements on executive compensation (see our June 18, 2009 and July 17, 2009 blogs). Representative Barney Frank (D-MA), House Financial Services Chairman, declared his support for the legislation and circulated it to other members of the committee with the near-term objective of marking up the legislation this week.Continue Reading New Draft Legislation Continues the Assault on Executive Compensation