As I mentioned a few days ago, the SEC had an open meeting this morning at 10am with an agenda covering several things including shareholder approval of executive compensation and golden parachute compensation.
The meeting should be archived soon,but the highlights are that:
- Filers with less than $75 million in public float will be exempted from say on pay votes and votes on frequency until January 21, 2013.
- Other filers will be required to hold say on pay advisory votes at least once every three years starting with the first annual meeting after January 21, 2011.
- Large and mid cap filers will be required to hold their say on pay frequency vote starting with the first annual meeting after January 21, 2011 and at least once every six years after the first vote.
- Filers will not be required to entertain shareholder motions to change say on pay vote frequency between votes if they adopt the option supported by majority shareholder vote.
- Filers will be required to provide more detailed disclosure of golden parachute arrangements and to have separate votes on agreements when seeking approval for M&A and other transaction which would facilitate payouts unless these were included in the company's say on pay vote and were unchanged since the vote.
- No action was taken on rules which would require institutional investors to disclose their voting records on say on pay and golden parachutes. This will be addressed at a future meeting, likely within a month.
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