How To Comply With Dodd-Frank's Say-On-Pay Provisions

Law360, New York (January 2, 2014, 1:48 PM EST) -- Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act amends the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by adding new Section 14A (15 USCS § 78n-1) to provide for a nonbinding shareholder vote on executive compensation, the so called “say-on-pay vote.”

Section 14A(a)(1) requires that “[n]ot less frequently than once every three years, a proxy or consent or authorization for shareholder meeting for which the U.S. Securities and Exchange Commission’s proxy solicitation rules require compensation disclosure shall include a...
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