The Dodd-Frank Act will significantly impact the proxy process and the annual meeting with nonbinding say-on-pay votes, additional disclosures regarding executive compensation and permitting shareholders to include director nominees in a company proxy statement.

The Act will also significantly affect compensation by the introduction of mandatory clawbacks of incentive compensation in the event of accounting restatements and require compensation committees to implement new procedures when retaining compensation consultants, legal counsel and other advisors.

Other matters addressed by the Dodd-Frank Act include a further reduction in broker voting, disclosures regarding employee and director hedging, and new disclosures regarding chairman and CEO structures.

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