Securities and Exchange Commission October 28, 2010 – Federal Register Recent Federal Regulation Documents
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Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues
The Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues will hold a public meeting on November 5, 2010, from 9 a.m. to 12 p.m., at the CFTC's Washington, DC headquarters. At the meeting, the committee will: (1) Receive a summary and recap from the staffs of the SEC and CFTC on the report issued September 30, 2010; (2) Hear a report from the subcommittee on cross-market linkages; (3) Hear a report from the subcommittee on pre-trade risk management; and (4) Discuss potential recommendations and responses.
Reporting of Proxy Votes on Executive Compensation and Other Matters
The Securities and Exchange Commission is proposing rule and form amendments under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 that, if adopted, would require an institutional investment manager that is subject to Section 13(f) of the Securities Exchange Act to report annually how it voted proxies relating to executive compensation matters as required by Section 14A of the Securities Exchange Act, which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Shareholder Approval of Executive Compensation and Golden Parachute Compensation
We are proposing amendments to our rules to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to shareholder approval of executive compensation and ``golden parachute'' compensation arrangements. Section 951 of the Dodd-Frank Act amends the Securities Exchange Act of 1934 by adding Section 14A, which requires companies to conduct a separate shareholder advisory vote to approve the compensation of executives, as disclosed pursuant to Item 402 of Regulation S-K or any successor to Item 402. Section 14A also requires companies to conduct a separate shareholder advisory vote to determine how often an issuer will conduct a shareholder advisory vote on executive compensation. In addition, Section 14A requires companies soliciting votes to approve merger or acquisition transactions to provide disclosure of certain ``golden parachute'' compensation arrangements and, in certain circumstances, to conduct a separate shareholder advisory vote to approve the golden parachute compensation arrangements.
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