Client Alert

Final Say on Pay Rules No Surprises, Other than from Shareholders

February 03, 2011

Stephen H. Harris, MAlyssa Mecenas & J. Mark Poerio

On January 25, 2011, the SEC issued final rules (Final Rules) implementing Say on Pay, Say on Frequency and Say on Parachute requirements for companies with SEC-registered securities (Companies). Meanwhile, the early returns from the first spate of 2011 shareholder meetings suggest that shareholders are not merely rubber-stamping their approval, and that they want annual Say on Pay votes regardless of management proxy statement recommendations. We discuss the Final Rules below, along with insights from recent shareholder meetings.

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