By Cydney Posner

Today, to implement the requirements of the DFA, the SEC proposed new rules regarding Say on Pay, Say on When and Say on Golden Parachutes, all relating to shareholder advisory votes regarding executive compensation.  Surprisingly, there was no open meeting at which the proposal was discussed. (Timing reasons perhaps? The DFA requires that separate resolutions for shareholder votes to approve executive compensation and to approve the frequency of say-on-pay votes be included in proxy statements relating to an issuer's first annual or other meeting of shareholders occurring on or after January 21, 2011, whether or not the SEC has adopted implementing rules.)

To implement another provision of the DFA, the SEC also proposed new rules that would require an institutional investment manager that is subject to Section 13(f) of the Exchange Act to report annually how it voted proxies relating to executive compensation matters. That should produce some interesting information. http://www.sec.gov/rules/proposed/2010/34-63123.pdf

This content is provided for general informational purposes only, and your access or use of the content does not create an attorney-client relationship between you or your organization and Cooley LLP, Cooley (UK) LLP, or any other affiliated practice or entity (collectively referred to as "Cooley"). By accessing this content, you agree that the information provided does not constitute legal or other professional advice. This content is not a substitute for obtaining legal advice from a qualified attorney licensed in your jurisdiction, and you should not act or refrain from acting based on this content. This content may be changed without notice. It is not guaranteed to be complete, correct or up to date, and it may not reflect the most current legal developments. Prior results do not guarantee a similar outcome. Do not send any confidential information to Cooley, as we do not have any duty to keep any information you provide to us confidential. When advising companies, our attorney-client relationship is with the company, not with any individual. This content may have been generated with the assistance of artificial intelligence (Al) in accordance with our Al Principles, may be considered Attorney Advertising and is subject to our legal notices.