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Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

Should Public Companies Include the Optional Advisory Vote on Parachute Arrangements?

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The proposed rules on say-on-pay under Section 951 of the Dodd-Frank Act permit issuers to include an optional advisory vote on golden parachute arrangements in proxy statements for annual meetings.  The advantage of doing so is that in certain circumstances the issuer will not have to include an optional advisory... Read More

Topics: Executive Compensation, Public Companies and Securities

Say-On-Pay: Board Recommendations

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Section 951 of the Dodd-Frank Act requires advisory say-on-pay votes from shareholders on the compensation of named executive officers, the Compensation Discussion and Analysis, compensation tables and the other narrative disclosures required by Item 402 of Regulation S-K at least every three years.  We first covered the major points of... Read More

Topics: Public Companies and Securities

ISS Likely to Favor Annual Say-On-Pay Vote

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ISS announced the opening of its annual comment period for its 2011 proxy voting policies. The comment period, part of ISS’ policy development process, offers institutional investors, corporate issuers, and industry constituents the opportunity to provide feedback on ISS draft policy updates. Under the SEC’s proposed say-on-pay rules under the... Read More

Topics: Public Companies and Securities