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SEC Proposes Rules on "Say on Pay" and Proxy Vote Reporting

News release: “The Securities and Exchange Commission today proposed rules that would enable shareholders to cast advisory votes on executive compensation and “golden parachute” arrangements. The rules are called for by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under the proposed rules, public companies subject to the federal proxy rules would be required to:

  • provide their shareholders with an advisory vote on executive compensation and an advisory vote on the desired frequency of these votes;
  • provide shareholders with an advisory vote on compensation arrangements and understandings in connection with merger transactions, known as “golden parachute” arrangements; and
  • provide additional disclosure of “golden parachute” arrangements in merger proxy statements.”
  • Proposed Rule Release No. 34-63123
  • Proposed Rule Release No. 33-9153

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