Securities and Exchange Commission February 2, 2011 – Federal Register Recent Federal Regulation Documents

Submission for OMB Review; Comment Request
Document Number: 2011-2229
Type: Notice
Date: 2011-02-02
Agency: Securities and Exchange Commission, Agencies and Commissions
Shareholder Approval of Executive Compensation and Golden Parachute Compensation
Document Number: 2011-1971
Type: Rule
Date: 2011-02-02
Agency: Securities and Exchange Commission, Agencies and Commissions
We are adopting 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.