By Cydney Posner

On August 4, the NYSE issued an "information memo" stating that, in light of the DFA requirement (Section 957) that exchanges amend their rules to eliminate discretionary voting by brokers (i.e., voting shares without specific client instructions) on matters related to executive compensation, the NYSE will treat these matters as "May Not Vote" matters effective immediately. The NYSE will except out those meetings on which the NYSE issued a "may vote" ruling prior to July 21. The NYSE intends to file an amendment to NYSE Rule 452 to prohibit discretionary voting on matters related to executive compensation, including "say-on-pay" proposals, at meetings occurring after July 21, 2010. Because the Act also provides the SEC with the authority to require other changes to Rule 452, other amendments may be needed as well. Remember that this rule change affects all public companies, not just those listed on the NYSE.

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