Say on Pay,Golden Parachute Federal Register

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6010 Federal Register / Vol. 76, No. 22 / Wednesday, February 2, 2011/ Rules and Regulations

117 CFR 240.14a4.217 CFR 240.14a6.317 CFR 240.14a8.417 CFR 240.14a101.517 CFR 240.14c101.615 U.S.C. 78a et seq.717 CFR 229.402.817 CFR 229.10 et seq.917 CFR 229.1011.1017 CFR 229.1000 et seq.1117 CFR 240.13e100.1217 CFR 240.14d101.1317 CFR 240.14d100.1417 CFR 249.308.

SECURITIES AND EXCHANGECOMMISSION

17 CFR Parts 229, 240 and 249

[Release Nos. 339178; 3463768; File No.S73110]

RIN 3235AK68

Shareholder Approval of ExecutiveCompensation and Golden ParachuteCompensation

AGENCY: Securities and ExchangeCommission.

ACTION: Final rule.

SUMMARY: We are adopting amendmentsto our rules to implement the provisionsof the Dodd-Frank Wall Street Reformand Consumer Protection Act relating toshareholder approval of executivecompensation and golden parachutecompensation arrangements. Section951 of the Dodd-Frank Act amends the

Securities Exchange Act of 1934 byadding Section 14A, which requirescompanies to conduct a separateshareholder advisory vote to approvethe compensation of executives, asdisclosed pursuant to Item 402 ofRegulation SK or any successor to Item402. Section 14A also requirescompanies to conduct a separateshareholder advisory vote to determinehow often an issuer will conduct ashareholder advisory vote on executivecompensation. In addition, Section 14Arequires companies soliciting votes toapprove merger or acquisition

transactions to provide disclosure ofcertain golden parachutecompensation arrangements and, incertain circumstances, to conduct aseparate shareholder advisory vote toapprove the golden parachutecompensation arrangements.

DATES: Effective Date: April 4, 2011.Compliance Date: April 4, 2011,

except that issuers must comply withExchange Act Section 14A(b) and Rule14a21(c) and the amendments to Item5 of Schedule 14A, Item 3 of Schedule14C, Item 1011 of Regulation MA, Item11 of Schedule TO, Item 15 of Schedule

13E3, and Item 8 of Schedule 14D9for initial preliminary proxy andinformation statements, Schedules TO,13E3, and 14D9 and Forms S4 andF4 filed on or after April 25, 2011.

Companies that qualify as smallerreporting companies (as defined in 17CFR 240.12b2) as of January 21, 2011,including newly public companies thatqualify as smaller reporting companiesafter January 21, 2011, will not besubject to Exchange Act Section 14A(a)and Rule 14a21(a) and (b) until the firstannual or other meeting of shareholders

at which directors will be elected andfor which the rules of the Commissionrequire executive compensationdisclosure pursuant to Item 402 ofRegulation SK (17 CFR 229.402)occurring on or after January 21, 2013.FOR FURTHER INFORMATION CONTACT:Scott Hodgdon, Attorney-Adviser, at(202) 5513430, Anne Krauskopf, SeniorSpecial Counsel, at (202) 5513500, orPerry Hindin, Special Counsel, at (202)5513440, Division of CorporationFinance, U.S. Securities and ExchangeCommission, 100 F Street, NE.,Washington, DC 205493628.SUPPLEMENTARY INFORMATION: We areadopting new Rule 14a21 andamendments to Rules 14a4,1 14a6,214a8 3 and a new Item 24 andamendments to Item 5 of Schedule14A 4 and amendments to Item 3 ofSchedule 14C 5 under the SecuritiesExchange Act of 1934 (Exchange Act).6We are also adopting amendments to

Item 402 7 of Regulation SK,8 Item1011 9 of Regulation MA,10 Item 15 ofSchedule 13E3,11 Item 8 of Schedule14D9,12 Item 11 of Schedule TO,13 andamendments to Item 5.07 of Form8K.14

Table of Contents

I. Background and SummaryII. Discussion of the Amendments

A. Shareholder Approval of ExecutiveCompensation

1. Rule 14a21(a)a. Proposed Rule

b. Comments on the Proposed Rulec. Final Rule

2. Item 24 of Schedule 14Aa. Proposed Amendmentsb. Comments on the Proposed

Amendmentsc. Final Rule3. Amendments to Item 402(b) of

Regulation SKa. Proposed Amendments

b. Comments on the ProposedAmendments

c. Final RuleB. Shareholder Approval of the Frequency

of Shareholder Votes on ExecutiveCompensation

1. Rule 14a21(b)a. Proposed Rule

b. Comments on the Proposed Rule

c. Final Rule2. Item 24 of Schedule 14Aa. Proposed Amendments


c. Final Rule3. Amendment to Rule 14a4a. Proposed Amendments


c. Final Rule4. Amendment to Rule 14a8a. Proposed Amendments


c. Final Rule5. Amendment to Form 8Ka. Proposed Amendments


c. Final Rule6. Effect of Shareholder VoteC. Issues Relating to Both Shareholder

Votes Required by Section 14A(a)1. Amendments to Rule 14a6a. Proposed Amendments

b. Comments on the Proposed

Amendmentsc. Final Rule2. Broker Discretionary Voting3. Relationship to Shareholder Votes on

Executive Compensation for TARPCompanies

D. Disclosure of Golden ParachuteArrangements and Shareholder Approvalof Golden Parachute Arrangements

1. General2. Item 402(t) of Regulation SKa. Proposed Amendments


i. General Comments on the Proposed Item402(t) Table

ii. Comments on the Elements ofCompensation and Presentation of theProposed Item 402(t) Table

iii. Comments on Individuals Subject toItem 402(t) Disclosure

iv. Comments on Item 402(t) Disclosure inAnnual Meeting Proxy Statements

c. Final Rulei. Item 402(t) Table and Narrative

Requirementsii. Elements of Compensation and

Presentation of Item 402(t) Tableiii. Individuals Subject to Item 402(t)

Disclosureiv. Item 402(t) Disclosure in Annual

Meeting Proxy Statements3. Amendments to Schedule 14A, Schedule

14C, Schedule 14D9, Schedule 13E3,Schedule TO, and Item 1011 of

Regulation MAa. Proposed Amendments


c. Final Rule4. Rule 14a21(c)a. Proposed Rule

b. Comments on the Proposed Rulec. Final Rulei. Scope of Rule 14a21(c) Shareholder

Advisory Voteii. Exceptions to Rule 14a21(c)

Shareholder Advisory VoteE. Treatment of Smaller Reporting

Companies

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6011Federal Register / Vol. 76, No. 22 / Wednesday, February 2, 2011/ Rules and Regulations

15See Release No. 339153 (October 18, 2010) [75FR 66590] (the Proposing Release).

16Public Law 111203 (July 21, 2010).17The public comments we received on the

Proposing Release are available on our Web site athttp://www.sec.gov/comments/s7-31-10/s73110.shtml.In addition, to facilitate public inputon the Act, the Commission provided a series ofe-mail links, organized by topic, on its Web site athttp://www.sec.gov/spotlight/regreformcomments.shtml.The public commentswe received on Section 951 of the Act are availableon our Web site athttp://www.sec.gov/comments/df-title-ix/executive-compensation/executive-compensation.shtml.

18Exchange Act Section 14A(a)(1). Section 951 ofthe Act includes the language or other meeting ofthe shareholders, which is similar tocorresponding language in Section 111(e)(1) of theEmergency Economic Stabilization Act of 2008, orEESA, 12 U.S.C. 5221. As noted in the ProposingRelease, we have previously considered thislanguage in connection with companies required toprovide a separate shareholder vote on executivecompensation so long as the company hasoutstanding obligations under the Troubled AssetRelief Program, or TARP. See Shareholder Approvalof Executive Compensation of TARP Recipients,Release No. 3461335 (Jan. 12, 2010) [75 FR 2789](hereinafter, the TARP Adopting Release). Wecontinue to view this provision to require a separateshareholder vote on executive compensation onlywith respect to an annual meeting of shareholdersfor which proxies will be solicited for the electionof directors, or a special meeting in lieu of suchannual meeting. Similarly, Rules 14a21(a) and (b)are intended to result in issuers conducting therequired advisory votes in connection with theelection of directors, the proxy materials for whichare required to include disclosure of executivecompensation.

19Exchange Act Section 14A(c).20Exchange Act Section 14A(a)(2).21Exchange Act Section 14A(c).

22Exchange Act Section 14A(b)(1).23Exchange Act Section 14A(b)(1).24Exchange Act Section 14A(b)(2).25Exchange Act Section 14A(b)(2).26Exchange Act Section 14A(c).27Exchange Act Section 14A(c)(1).28Exchange Act Section 14A(c)(2).29Exchange Act Section 14A(c)(3).30

Exchange Act Section 14A(c)(4). In addition,Exchange Act Section 14A(d) provides that everyinstitutional manager subject to Exchange ActSection 13(f) [15 U.S.C. 78m(f)] shall report at leastannually how it voted on any shareholder voterequired by Section 951 of the Act, including theshareholder vote on executive compensation, theshareholder vote on the frequency of shareholdervotes on executive compensation, and the goldenparachute compensation vote, unless such vote isotherwise required to be reported publicly by ruleor regulation of the Commission. Amendments toour rules to implement this requirement wereproposed in a separate rulemaking. See Reportingof Proxy Votes on Executive Compensation andOther Matters, Release No. 3463123 (Oct. 18, 2010)[75 FR 66622].

F. Transition MattersIII. Paperwork Reduction Act

A. BackgroundB. Summary of the Final RulesC. Summary of Comment Letters and

Revisions to ProposalsD. Revisions to PRA Reporting and Cost

Burden EstimatesIV. Cost-Benefit Analysis

A. Introduction

B. Comments on the Cost-Benefit AnalysisC. BenefitsD. Costs

V. Consideration of Impact on the Economy,Burden on Competition, and Promotionof Efficiency, Competition, and CapitalFormation

VI. Final Regulatory Flexibility Act AnalysisA. Reasons for, and Objectives of, the

Proposed ActionB. Legal BasisC. Significant Issues Raised by Public

CommentsD. Small Entities Subject to the Final

AmendmentsE. Reporting, Recordkeeping, and Other

Compliance Requirements

F. Duplicative, Overlapping, or ConflictingFederal Rules

G. Significant AlternativesVII. Statutory Authority and Text of the

Amendments

I. Background and Summary

On October 18, 2010, we proposed anumber of amendments to our rulesrelating to the shareholder approval ofexecutive compensation and goldenparachute compensation.15 Weproposed these rules to implementSection 951 of the Dodd-Frank WallStreet Reform and Consumer ProtectionAct (the Act).16 As discussed in detail

below, we have taken into considerationthe comments received on the proposedamendments and are adopting severalamendments to our rules.17

The Act amends the Exchange Act byadding new Section 14A. New Section14A(a)(1) requires that [n]ot lessfrequently than once every 3 years, aproxy or consent or authorization for anannual or other meeting of theshareholders for which the proxysolicitation rules of the Commissionrequire compensation disclosure shallinclude a separate resolution subject toshareholder vote to approve the

compensation of executives, 18 asdisclosed pursuant to Item 402 ofRegulation SK, or any successor toItem 402 (a say-on-pay vote). Theshareholder vote to approve executivecompensation required by Section14A(a)(1) shall not be binding on theissuer or the board of directors of anissuer. 19

Section 951 of the Act also adds newSection 14A(a)(2) to the Exchange Act,requiring that, [n]ot less frequentlythan once every 6 years, a proxy orconsent or authorization for an annualor other meeting of the shareholders forwhich the proxy solicitation rules of theCommission require compensationdisclosure shall include a separateresolution subject to shareholder vote todetermine whether [the say-on-pay vote]will occur every 1, 2, or 3 years. 20 Asdiscussed below, this shareholder voteshall not be binding on the issuer or the

board of directors of an issuer. 21In addition, Section 951 of the Act

amends the Exchange Act by addingnew Section 14A(b)(1), which requiresthat, in any proxy or consent solicitationmaterial for a meeting of shareholdersat which shareholders are asked toapprove an acquisition, merger,consolidation, or proposed sale or otherdisposition of all or substantially all theassets of an issuer, the person makingsuch solicitation shall disclose in theproxy or consent solicitation material,in a clear and simple form inaccordance with regulations to bepromulgated by the Commission, anyagreements or understandings that such

person has with any named executiveofficers of such issuer (or of theacquiring issuer, if such issuer is not theacquiring issuer) concerning any type of

compensation (whether present,deferred, or contingent) that is based onor otherwise relates to the acquisition,merger, consolidation, sale or otherdisposition of all or substantially all ofthe assets of the issuer[* * *]. 22 Thesecompensation arrangements are oftenreferred to as golden parachutecompensation. Such disclosure must

include the aggregate total of all suchcompensation that may be paid or

become payable to or on behalf of suchnamed executive officer, and theconditions upon which it may be paidor become payable.23 Under Section14A(b)(2), unless such agreements orunderstandings have been subject to[the periodic shareholder vote describedin Section 14A(a)(1)], 24 a separateshareholder vote to approve suchagreements or understandings andcompensation as disclosed is alsorequired.25 As with the say-on-pay voteand the shareholder vote on the

frequency of such votes, thisshareholder vote shall not be bindingon the issuer or the board of directorsof an issuer. 26

In addition to their non-bindingstatus, none of the shareholder votesrequired pursuant to Section 14A is to

be construed as overruling a decisionby such issuer or board of directors. 27These shareholder votes also do notcreate or imply any change to thefiduciary duties of such issuer or boardof directors 28 nor do they create orimply any additional fiduciary dutiesfor such issuer or board of directors. 29Further, these votes will not be

construed to restrict or limit the abilityof shareholders to make proposals forinclusion in proxy materials related toexecutive compensation. 30 Section14A also provides that the Commissionmay, by rule or order, exempt an issueror class of issuers from the shareholder

http://www.sec.gov/comments/s7-31-10/s73110.shtmlhttp://www.sec.gov/comments/s7-31-10/s73110.shtmlhttp://www.sec.gov/spotlight/regreformcomments.shtmlhttp://www.sec.gov/spotlight/regreformcomments.shtmlhttp://www.sec.gov/comments/df-title-ix/executive-compensation/executive-compensation.shtmlhttp://www.sec.gov/comments/df-title-ix/executive-compensation/executive-compensation.shtmlhttp://www.sec.gov/comments/df-title-ix/executive-compensation/executive-compensation.shtmlhttp://www.sec.gov/comments/s7-31-10/s73110.shtmlhttp://www.sec.gov/comments/s7-31-10/s73110.shtmlhttp://www.sec.gov/spotlight/regreformcomments.shtmlhttp://www.sec.gov/spotlight/regreformcomments.shtmlhttp://www.sec.gov/comments/df-title-ix/executive-compensation/executive-compensation.shtmlhttp://www.sec.gov/comments/df-title-ix/executive-compensation/executive-compensation.shtmlhttp://www.sec.gov/comments/df-title-ix/executive-compensation/executive-compensation.shtml


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31Exchange Act Section 14A(e).32Exchange Act Section 14A(e).33Exchange Act Section 14A(a)(3).34See Section II.E below for a discussion of a

temporary exemption for smaller reportingcompanies.

35Exchange Act Section 14A(b)(1).

36These comment letters were received prior topublication of the Proposing Release. See note 17above.

3717 CFR 240.13e3.

38Our rules as adopted apply to issuers who havea class of equity securities registered under Section12 [15 U.S.C. 78l] of the Exchange Act and aresubject to our proxy rules. Foreign private issuers,as defined in Rule 3b4(c) [17 CFR 240.3b4(c)], arenot required under Section 14A or the rules we areadopting today to conduct a shareholder advisoryvote on executive compensation nor a shareholderadvisory vote on the frequency of such votes.

3917 CFR 229.402(a)(3).

advisory votes required by Section14A.31 In determining whether to makean exemption, the Commission isdirected to take into account, amongother considerations, whether therequirements of Section 14A(a) and (b)disproportionately burden smallissuers.32

Section 14A(a)(3) requires that both

the initial shareholder vote on executivecompensation and the initial vote on thefrequency of votes on executivecompensation be included in proxystatements for the first annual or othermeeting of the shareholders occurringafter the end of the 6-month period

beginning on the date of enactment ofthe Act.33 Thus, the statute requiresseparate resolutions subject toshareholder vote to approve executivecompensation and to approve thefrequency of say-on-pay votes for proxystatements relating to an issuers firstannual or other meeting of the

shareholders occurring on or afterJanuary 21, 2011, whether or not theCommission has adopted rules toimplement Section 14A(a). BecauseSection 14A(a) applies to shareholdermeetings taking place on or after

January 21, 2011, any proxy statementthat is required to include executivecompensation disclosure pursuant toItem 402 of Regulation SK, whether inpreliminary or definitive form, even iffiled prior to this date, for meetingstaking place on or after January 21,2011, must include the separateresolutions for shareholders to approveexecutive compensation and the

frequency of say-on-pay votes requiredby Section 14A(a) without regard towhether the amendments in this releaseare in effect by that time.34

With respect to the disclosure ofgolden parachute arrangements inaccordance with Commissionregulations in merger proxy statementsrequired by Section 14A(b)(1), we notethat the statute similarly references a 6-month period beginning on the date ofenactment of the Act. However, becausethe statute requires such disclosure to

be in accordance with regulations to bepromulgated by the Commission, 35 the

golden parachute compensationarrangements disclosure underproposed new Item 402(t) and a separateresolution to approve golden parachutecompensation arrangements pursuant toRule 14a21(c) will not be required formerger proxy statements relating to a

meeting of shareholders until theeffective date of our rules implementingSection 14A(b)(1). The rule amendmentswe adopt today with respect to newRule 14a21(c) and the amendments tothe disclosure requirements in Item 5 ofSchedule 14A, Item 3 of Schedule 14C,Item 1011 of Regulation MA, Item 11of Schedule TO, Item 15 of Schedule

13E3, and Item 8 of Schedule 14D9,are effective for initial filings on or afterApril 25, 2011.

We received over 60 comment lettersin response to the proposedamendments. In addition, we receivedover a dozen letters relating to Section951 of the Act.36 These letters camefrom corporations, pension funds,professional associations, trade unions,law firms, consultants, academics,individual investors, and otherinterested parties. In general, thecommentators supported the proposedamendments that would implement

Section 951 of the Act. Somecommentators, however, opposed someof the proposed amendments andsuggested modifications or alternativesto the proposals.

We have reviewed and considered allof the comments that we receivedrelating to the proposed amendments.The adopted rules reflect changes madein response to many of these comments.We discuss our revisions with respect toeach proposed rule amendment in moredetail throughout this release.

We are adopting Rule 14a21 toprovide a separate shareholder vote toapprove executive compensation, toapprove the frequency of such votes onexecutive compensation and to approvegolden parachute compensationarrangements in connection with certainextraordinary business transactions. Weare also adopting a new Item 24 ofSchedule 14A to provide disclosureregarding the effect of the shareholdervotes required by Rule 14a21, such aswhether each vote is non-binding. Inaddition, our amendments to Item 5 ofSchedule 14A, Item 3 of Schedule 14C,Item 1011 of Regulation MA, Item 8 ofSchedule 14D9, and Item 15 ofSchedule 13E3 will require additional

disclosure regarding golden parachutearrangements in connection with certainextraordinary business transactions,Rule 13e3 37 going-private transactionsand tender offers.

We are also adopting amendments toItem 402 of Regulation SK to requiredisclosure of an issuers considerationof the say-on-pay vote in its

Compensation Discussion and Analysis,and to prescribe disclosure about goldenparachute compensation arrangementsin new Item 402(t). In addition, we areadopting an instruction to Rule 14a8 toclarify the treatment of shareholderproposals relating to the shareholderadvisory votes required by Rule 14a21.Finally, we are adopting amendments to

Form 8K to facilitate disclosure of theresults of the shareholder advisory voteon the frequency of say-on-pay votes,and to require disclosure about whetherand how the issuer will implement theresults of the shareholder advisory voteon the frequency of say-on-pay votes.

II. Discussion of the Amendments

A. Shareholder Approval of ExecutiveCompensation

1. Rule 14a21(a)

Proposed Rule 14a21(a) wouldrequire issuers,38 not less frequentlythan once every three years, to includein their proxy statements a separateshareholder advisory vote to approvethe compensation of executives. We areadopting the rule substantially asproposed with some changes inresponse to comments.

a. Proposed Rule

Under our proposed rule, an issuerwould be required, not less frequentlythan once every three years, to providea separate shareholder advisory vote inproxy statements to approve thecompensation of its named executiveofficers, as defined in Item 402(a)(3) 39

of Regulation SK. Rule 14a21(a), asproposed, would specify that theseparate shareholder vote on executivecompensation is required only whenproxies are solicited for an annual orother meeting of security holders forwhich our rules require the disclosureof executive compensation pursuant toItem 402 of Regulation SK. ProposedRule 14a21(a) would require a separateshareholder vote to approve thecompensation of executives for the firstannual or other such meeting ofshareholders occurring on or after

January 21, 2011, the first day after theend of the 6-month period beginning onthe date of enactment of the Act.

In accordance with Section 14A(a)(1),shareholders would vote to approve thecompensation of the issuers named



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40We proposed that if disclosure of goldenparachute compensation arrangements pursuant toproposed Item 402(t) is included in an annualmeeting proxy statement, such disclosure would beincluded in the disclosure subject to theshareholder advisory vote under Rule 14a21(a).Such disclosure under Item 402(t), however, wouldnot be required to be included in annual meetingproxy statements.

41See, e.g., letters from American Federation ofState, County and Municipal Employees(AFSCME), Center on Executive Compensation(Center on Exec. Comp.), Compensia(Compensia), Davis Polk & Wardwell LLP (DavisPolk), the Financial Services Roundtable (FSR),Pfizer Inc. (Pfizer), Protective Life Corporation(Protective Life), and United Brotherhood ofCarpenters (UBC).

42See, e.g., letters from Business Roundtable(Business Roundtable) and Towers Watson(Towers Watson).

43See letter from Business Roundtable.44See, e.g., letters from National Association of

Corporate Directors (NACD), PGGM Investments(PGGM), Public Citizen (Public Citizen), andWorldatWork (WorldatWork).

45See, e.g., letters from Boston Common AssetManagement (Boston Common), First AffirmativeFinancial Network, LLC (First Affirmative), GlassLewis & Co. (Glass Lewis), Social InvestmentForum (Social Investment), and Walden AssetManagement (Walden).

46See, e.g., letters from International CorporateGovernance Network (ICGN) and TeachersInsurance and Annuities Association of Americaand College Retirement Equities Fund (TIAACREF).

47See, e.g., letter from Calvert Group, Ltd.(Calvert).

48See, e.g., letters from Society of CorporateSecretaries and Governance Professionals (Societyof Corp. Sec.) and Sullivan & Cromwell LLP(Sullivan).

49See, e.g., letters from The Boeing Company

(Boeing

) and Pearl Meyer & Partners (

PM&P

).

50See letter from Society of Corp. Sec.51See letter from Sullivan.52See, e.g., letters from California Public

Employees Retirement System (CalPERS), Councilof Institutional Investors (CII), Glass Lewis, ICGN,PGGM, and the State Board of Administration ofFlorida (SBA of Florida).

53See, e.g., letters from NACD and UBC.54See letter from the Committee on Federal

Regulation of Securities, Section of Business Law ofthe American Bar Association (ABA).

55See, e.g., letter from the ABA.56See, e.g., letters from Business Roundtable,

FSR, Pfizer, PGGM, and Protective Life.57See letter from Business Roundtable.

58See the discussion in Note 18 above.59See letter from ABA.60

If disclosure of golden parachute compensationarrangements pursuant to Item 402(t) is included inan annual meeting proxy statement, such disclosurewould be included in the disclosure subject to theshareholder advisory vote under Rule 14a21(a).Such disclosure under Item 402(t), however, is notrequired to be included in all annual meeting proxystatements.

61While not required, our rules would notpreclude an issuer from seeking more specificshareholder opinion through separate votes on cashcompensation, golden parachute policy, severanceor other aspects of compensation. See Report of theSenate Committee on Banking, Housing, and UrbanAffairs regarding The Restoring American FinancialStability Act of 2010, S. Rep. No. 111176 at 133(2010).

executive officers, as suchcompensation is disclosed pursuant toItem 402 40 of Regulation SK, includingthe Compensation Discussion andAnalysis (CD&A), the compensationtables and other narrative executivecompensation disclosures required byItem 402. We also proposed aninstruction to Rule 14a21 to specify

that the rule does not change the scaleddisclosure requirements for smallerreporting companies and that smallerreporting companies would not berequired to provide a CD&A in order tocomply with Rule 14a21.


Commentators were generallysupportive of the proposal. Manycommentators agreed with theapproach, as proposed, not to designatespecific language to be used or requireissuers to frame the shareholder vote toapprove executive compensation in theform of a standard resolution.41 Somecommentators indicated that issuersshould have flexibility in drafting theresolution.42 Commentators noted thatflexibility would permit issuers to tailorthe resolution to the issuers individualcircumstances.43 Others stated that weshould designate specific language forthe resolution 44 or at least establishclear, minimum guidelines,45principles-based guidelines,46 or modellanguage,47 while other commentators

suggested we include language for aresolution in the form of non-exclusiveexamples 48 or a safe harbor.49Commentators indicated that it would

be helpful to have an example ofresolution language that would complywith the rule 50 and that samplelanguage would simplify the draftingprocess for issuers and promote

efficiency.51Many commentators agreed with our

proposed approach not to exemptsmaller reporting companies from Rule14a21(a) and Exchange Act Section14A(a)(1).52 Some commentators didsuggest that smaller reportingcompanies should be exempt from thesay-on-pay vote 53 or required toconduct a say-on-pay vote on a triennial

basis beginning in 2013.54Some commentators suggested that

we clarify the relationship between thefederally created right and state lawvoting rights.55 Most commentators,however, indicated there was no needfor the Commission to adopt rules as towhich shares are entitled to vote.56 Onecommentator asserted that the issue asto which shares are entitled to vote istraditionally a state law matter that wedo not need to address in ourrulemaking.57

c. Final Rule

After considering the comments, weare adopting Rule 14a21(a)substantially as proposed with somemodifications. Under the final rule,issuers will be required, not lessfrequently than once every three years,

to provide a separate shareholderadvisory vote in proxy statements toapprove the compensation of theirnamed executive officers, as defined inItem 402(a)(3) of Regulation SK. Rule14a21(a) specifies that the separateshareholder vote on executivecompensation is required only whenproxies are solicited for an annual orother meeting of security holders for

which our rules require the disclosureof executive compensation pursuant toItem 402 of Regulation SK. We havemodified the proposal to clarify in therule that the shareholder vote onexecutive compensation required byExchange Act Section 14A(a)(1) andRule 14a21(a) is required with respectto an annual meeting of shareholders at

which proxies will be solicited for theelection of directors, or a specialmeeting in lieu of such annualmeeting.58 In addition, we havemodified the rule to clarify that a say-on-pay vote is required at least onceevery three calendar years.Commentators expressed the view thatas proposed, the rule would haverequired a say-on-pay vote within threeyears of the date of the most recent say-on-pay vote, which in some cases couldhave required a say-on-pay vote morefrequently than once every threecalendar years.59

As adopted, Rule 14a21(a) requires aseparate shareholder vote to approve thecompensation of executives for the firstannual or other meeting of shareholdersoccurring on or after January 21, 2011,the first day after the end of the 6-monthperiod beginning on the date ofenactment of the Act. In accordancewith Section 14A(a)(1), shareholderswould vote to approve thecompensation of the issuers namedexecutive officers, as suchcompensation is disclosed pursuant toItem 402 60 of Regulation SK, includingthe CD&A, the compensation tables andother narrative executive compensation

disclosures required by Item 402.61 Wehave included an instruction to Rule14a21 to specify that Rule 14a21 doesnot change the scaled disclosurerequirements for smaller reportingcompanies and that smaller reportingcompanies will not be required toprovide a CD&A in order to comply withRule 14a21. We understand thatsmaller reporting companies may wishto include supplemental disclosure tofacilitate shareholder understanding of



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62See letter from Society of Corp. Sec., whichnotes that smaller reporting companies may feelcompelled to include CD&A to provide additionaldisclosure so as to reduce the potential for anunfavorable shareholder vote.

6317 CFR 229.402(k).6417 CFR 229.402(r).6517 CFR 229.402(s).66See Proxy Disclosure Enhancements, Release

No. 339089 (Dec. 16, 2009) [74 FR 68334] at note38.

67Exchange Act Section 14A(a)(1).68 Instruction to Rule 14a21(a) provides the

following non-exclusive example that would satisfyRule 14a21(a): RESOLVED, that the compensationpaid to the companys named executive officers, asdisclosed pursuant to Item 402 of Regulation SK,including the Compensation Discussion andAnalysis, compensation tables and narrativediscussion, is hereby APPROVED.

69Section 14A(a) does not require additionaldisclosure with respect to the non-binding natureof the vote. We proposed to require additionaldisclosure so that information about the advisorynature of the vote is available to shareholders beforethey vote. We continue to believe this informationshould be available to shareholders.

70See Item 20 of Schedule 14A; TARP AdoptingRelease, supra note 18, at 75 FR 2790.

71See letters from ICGN and PGGM.72See letter from ABA.73See discussion of the modification to the

proposed Item 24 relating to the frequency of say-on-pay votes below at Section II.B.2.c.

their compensation arrangements inconnection with say-on-pay votes.62 Wedo not believe, however, that thispossibility supports exempting smallerreporting companies from the say-on-pay votes. As more fully discussed inSection II.E below, in order to easecompliance burdens for smallerreporting companies, we are adopting a

two-year temporary exemption beforethese companies are required to conducta shareholder advisory vote to approveexecutive compensation to permit thesecompanies additional time to preparefor the new shareholder advisory votes.

As noted in the Proposing Release,consistent with Section 14A, thecompensation of directors, as disclosedpursuant to Item 402(k) 63 or Item402(r) 64 is not subject to the shareholderadvisory vote. In addition, if an issuerincludes disclosure pursuant to Item402(s) 65 of Regulation SK about theissuers compensation policies and

practices as they relate to riskmanagement and risk-taking incentives,these policies and practices will not besubject to the shareholder advisory voterequired by Section 14A(a)(1) as theyrelate to the issuers compensation foremployees generally. We note, however,that to the extent that riskconsiderations are a material aspect ofthe issuers compensation policies ordecisions for named executive officers,the issuer is required to discuss them aspart of its CD&A,66 and therefore suchdisclosure would be considered byshareholders when voting on executive

compensation.Though we have considered the viewsof commentators that prescribedlanguage would be helpful, the finalrule does not require issuers to use anyspecific language or form of resolutionto be voted on by shareholders. This isconsistent with the approach taken bythe Commission in adopting Rule14a20 to implement the shareholderadvisory vote on executivecompensation for companies subject tothe Emergency Economic StabilizationAct of 2008, or EESA. We believe thatissuers should retain flexibility to craftthe resolution language. As we noted in

the Proposing Release, however, theshareholder advisory vote must relate toall executive compensation disclosure

disclosed pursuant to Item 402 ofRegulation SK. Section 14A(a)(1) of theExchange Act requires that theshareholder advisory vote must be toapprove the compensation ofexecutives, as disclosed pursuant to[Item 402 of Regulation SK] or anysuccessor thereto. 67 We have added aninstruction to Rule 14a21(a) to indicate

that this language from Section14A(a)(1) should be included in anissuers resolution for the say-on-payvote and to provide a non-exclusiveexample of a resolution that wouldsatisfy the applicable requirements.68 Avote to approve a proposal on a differentsubject matter, such as a vote to approveonly compensation policies andprocedures, would not satisfy therequirement of Section 14A(a)(1) or finalRule 14a21(a). We note that issuers arenot limited to the required shareholderadvisory vote under Rule 14a21(a) andmay solicit shareholder votes on a range

of compensation matters to obtain morespecific feedback on the issuerscompensation policies and programs.

2. Item 24 to Schedule 14A

We proposed a new Item 24 toSchedule 14A, to require disclosure inany proxy statement in which an issueris providing a separate shareholder voteon executive compensation to brieflyexplain the general effect of the vote,such as whether the vote is non-binding.We are adopting this amendment toSchedule 14A as proposed with somemodifications.

a. Proposed AmendmentsPursuant to proposed new Item 24 ofSchedule 14A, issuers would berequired to disclose in a proxystatement for an annual meeting (orother meeting of shareholders for whichour rules require executivecompensation disclosure) that they areproviding a separate shareholder voteon executive compensation and to

briefly explain the general effect of thevote, such as whether the vote is non-

binding.69 This was similar to theapproach taken by the Commission inconnection with disclosure

requirements about the shareholder voteon executive compensation forcompanies subject to the EESA.70


Commentators were generallysupportive of proposed Item 24 ofSchedule 14A. We requested comment

regarding whether any additionaldisclosures should be provided byissuers that would be useful toshareholders. Two commentatorsindicated that we should amend theproposal to require disclosure of theresults of previous votes on executivecompensation.71 Another commentatorsuggested that we should remove thereference to the general effect of thevote as it would lead to boilerplatedisclosure and remove the wordwhether from the rule given the non-

binding nature of the vote.72

c. Final Rule

After considering the comments, weare adopting Item 24 to Schedule 14A asproposed with some modifications.73Though we agree that the disclosure ofprevious results would be useful toshareholders, these results are requiredto be disclosed pursuant to Item 5.07 ofForm 8K immediately following thevotes. Consequently, we do not believeit is necessary to mandate suchdisclosure in Item 24 of Schedule 14A.As discussed below, we have modifiedthe proposal to require disclosure of thecurrent frequency of say-on-pay votesand to require disclosure of when the

next say-on-pay vote will occur.Item 24 is consistent with the

approach taken by the Commission inItem 20 of Schedule 14A in connectionwith disclosure requirements about theshareholder advisory vote on executivecompensation for companies subject toEESA. Based on our experience withthese votes, we believe that suchrequirements will lead to disclosure ofuseful information about the nature andeffect of the vote for shareholders toconsider, such as whether the vote isnon-binding. We note that although notrequired, issuers may choose to provide

additional disclosure in their proxymaterials.

3. Amendments to Item 402(b) ofRegulation SK

Item 402 requires the disclosure ofexecutive compensation and includes



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74 Item 402 also includes requirements to disclosedirector compensation (Items 402(k) and 402(r)) andthe issuers compensation policies as they relate torisk management (Item 402(s)).

7517 CFR 229.402(b).76These mandatory principles-based topics

require the company to disclose the objectives ofthe companys compensation programs; what the

compensation program is designed to reward; eachelement of compensation; why the companychooses to pay each element; how the companydetermines the amount (and, where applicable, theformula) for each element; and how each elementand the companys decisions regarding that elementfit into the companys overall compensationobjectives and affect decisions regarding otherelements.

7717 CFR 240.14a20. Pursuant to the EESA,issuers that have received financial assistanceunder the Troubled Asset Relief Program, or TARP,are required to conduct a separate annualshareholder vote to approve executivecompensation during the period in which anyobligation arising from the financial assistanceprovided under the TARP remains outstanding.

78See, e.g., letters from CalPERS, Calvert, CII,

Colorado Public Employees Retirement Association(COPERA), ICGN, Meridian CompensationPartners (Meridian), PGGM, Pensions InvestmentResearch Consultants (PIRC), SBA of Florida,Sullivan, and TIAACREF.

79See, e.g., letters from CalPERS, Calvert, CII,PGGM, PIRC, SBA of Florida, and TIAACREF.

80See letter from CalPERS.81See letter from TIAACREF.82See letter from PIRC.83See letter from SBA of Florida.84See, e.g., letters from ABA, Boeing, Business

Roundtable, Eaton Corporation (Eaton), FSR,PM&P, Sullivan, and UnitedHealth Group(UnitedHealth).

85See, e.g., letter from UnitedHealth.

86See letter from PM&P.87See, e.g., letters from Center on Exec. Comp.,

Compensia, Davis Polk, Pfizer, Society of Corp.Sec., and UBC.

88See, e.g., letter from Center on Exec. Comp.89See letter from Davis Polk.90See, e.g., letter from Society of Corp. Sec.91See, e.g., letters from Compensia, Davis Polk,

and Society of Corp. Sec.92See, e.g., letters from ABA, Boeing, Eaton, FSR,

McGuireWoods (McGuireWoods), Meridian,NACD, Pfizer, Protective Life, and Sullivan.

93See letter from Sullivan.94See letter from McGuireWoods.95See, e.g., letters from Chris Barnard (Barnard),

Calvert, PGGM, PIRC, PM&P, and SBA of Florida.96See, e.g., letter from PGGM.97See, e.g., letter from SBA of Florida.98See letter from Boeing.

requirements prescribing narrative andtabular disclosure, as well as separatescaled disclosure requirements forsmaller reporting companies.74 Item402(b) 75 contains the requirement forCD&A, which is intended to be anarrative overview that puts intocontext the executive compensationdisclosure provided elsewhere in

response to the requirements of Item402. The CD&A disclosure requirementis principles-based, in that it identifiesthe disclosure concept and providesseveral non-exclusive examples. UnderItem 402(b)(1), issuers must explain allmaterial elements of their namedexecutive officers compensation byaddressing mandatory principles-basedtopics in their CD&A.76 Item 402(b)(2) ofRegulation SK sets forth certain non-exclusive examples of the kind ofinformation that an issuer shouldaddress in its CD&A, depending uponthe facts and circumstances.

In connection with ourimplementation of Section 14A(a)(1), weproposed amendments to requiredisclosure in CD&A regarding howissuers have considered the results ofprevious say-on-pay votes required bySection 14A and Rule 14a20.77 Afterreviewing comments on this proposal,we are adopting amendments to Item402(b)(1) as proposed, with somemodifications in response to concernsraised by commentators.

a. Proposed Amendments

We proposed to amend Item 402(b)(1)to add to the mandatory CD&A topicswhether, and if so, how an issuer hasconsidered the results of previousshareholder votes on executivecompensation required by Section 14Aor Rule 14a20 in determiningcompensation policies and decisionsand, if so, how that consideration has

affected its compensation policies anddecisions. We did not propose to add aspecific requirement for smallerreporting companies to providedisclosure about how previous votespursuant to Section 14A or Rule 14a20affected compensation policies anddecisions because in our view suchinformation would not be as valuable

outside the context of a complete CD&Acovering the full range of mattersrequired to be addressed by Item 402(b),which smaller reporting companies arenot required to provide.


Comments on the proposal weremixed. Several commentators expressedsupport for an amendment to Item402(b)(1) to require that issuers discussthe results of the shareholder vote andits effect, if any, on executivecompensation decisions and policies.78

Many of these commentators agreedwith the proposal that discussion of say-on-pay vote results in CD&A should bemandatory,79 in some cases noting thatthis would provide shareholders a betterunderstanding of how the board ofdirectors considered the results ofshareholder advisory votes 80 andencourage a dialogue between issuersand shareholders on the topic ofcompensation.81 Commentators alsoindicated that a mandatory discussionof the consideration of say-on-pay voteswill aid transparency of issuersdisclosures on compensation 82 and willhelp investors better understandcompensation decisions made byissuers.83

A number of commentators stated thatit would be more appropriate instead toinclude consideration of say-on-payvotes among the non-exclusiveexamples of the kind of information thatshould be addressed in CD&A, only ifmaterial given the issuers individualfacts and circumstances 84because thisapproach would avoid boilerplatedisclosure and require discussion onlywhen material,85 and that discussion on

a mandatory basis may lead to awkwardand non-substantive disclosure if theissuer has not made changes to itscompensation program in response tothe shareholder vote.86

Other commentators stated that noamendment to CD&A is required 87

because the Act does not requireadditional CD&A disclosure and it

should not be required by rule,88 theproposed amendment would add lengthto CD&A without providing meaningfulinformation to shareholders,89 and theamendment would deem theconsideration of say-on-pay votesmaterial whether such consideration ismaterial or not.90 Similarly a number ofcommentators who asserted thatamending Item 402(b) is not requiredalso expressed the view that if theCommission does adopt an amendment,such CD&A disclosure should berequired only if material under theissuers individual facts and

circumstances.91

Commentators also disagreed withrespect to which say-on-pay votesshould be covered by the CD&Adiscussion. Some favored only the mostrecent say-on-pay vote,92 indicating thatmandating discussion of prior voteswould result in extraneous discussion 93and little benefit.94 Other commentatorsindicated that prior votes should also berequired to be addressed.95 Thesecommentators noted that suchdisclosure of prior votes is appropriategiven the long-term process ofdetermining compensation 96 and that itwould permit investors to evaluate any

trends in the results of say-on-payvotes.97 One commentator stated that ifCD&A disclosure with respect to say-on-pay votes is mandatory, it should belimited to the most recent vote, but ifnot mandatory should not be solimited.98 Although there was littleresponse to our request for commentregarding whether smaller reportingcompanies should be required todisclose their consideration of



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99See letter from ICGN.100Reporting companies are currently required to

disclose, pursuant to Item 5.07 of Form 8K [17CFR 249.208a], the preliminary results of ashareholder vote within four business days after theend of the meeting at which the vote is held andfinal voting results within four business days afterthe final voting results are known. We are adoptingamendments to require additional disclosure onForm 8K regarding the companys determinationof the frequency of say-on-pay votes. See SectionII.B.5 below.

101The treatment of companies subject to EESAwith outstanding obligations under TARP isdiscussed in Section II.C.3 below.

10217 CFR 229.402(o).

103Exchange Act Section 14A(a)(2).104See, e.g., letters from AFSCME, Business

Roundtable, FSR, Protective Life, and TowersWatson.

105See, e.g., letters from Boeing, Pfizer, PGGM,Society of Corp. Sec., and Sullivan.

shareholder advisory votes on executivecompensation, one commentator statedthat our existing disclosurerequirements for these companies aresufficient.99

c. Final Rule

After considering the comments, weare adopting amendments to the

disclosure requirements of Item402(b)(1) substantially as proposed,with a modification to clarify that thismandatory topic relates to the issuersconsideration of the most recent say-on-pay vote. As discussed below, issuersshould address their consideration ofthe results of earlier say-on-pay votes, tothe extent material.

The final rule amends Item 402(b)(1)to require issuers to address in CD&Awhether and, if so, how theircompensation policies and decisionshave taken into account the results ofthe most recent shareholder advisoryvote on executive compensation.Although it is not mandated by Section951 of the Act, we continue to believethat including this mandatory topic inCD&A will facilitate better investorunderstanding of issuers compensationdecisions. Because the shareholderadvisory vote will apply to all issuers,we view information about how issuershave responded to such votes as morein the nature of a mandatory principles-

based topic than an example. Themanner in which individual issuers mayrespond to such votes in determiningexecutive compensation policies anddecisions will likely vary depending

upon facts and circumstances. Weexpect that this variation will bereflected in the CD&A disclosures.

Following consideration of thecomments received, we have decided tolimit the mandatory topic to whether,and if so, how the issuer has consideredthe results of the most recent say-on-payvote in determining compensationpolicies and decisions, and if so, howthat consideration has affected theissuers executive compensationpolicies and decisions.100 Thismodification reflects that, in makingvoting and investment decisions,

shareholders will benefit fromunderstanding what consideration theissuer has given to the most recent say-

on-pay vote. Limiting the mandatorytopic to the most recent shareholdervote should also focus the disclosure sothere should not be lengthy boilerplatediscussions of all previous votes.Although we have added issuerconsideration of the most recent say-on-pay vote to the mandatory topics, we

believe that, consistent with theprinciples-based nature of CD&A,issuers should address theirconsideration of the results of earliersay-on-pay votes to the extent suchconsideration is material to thecompensation policies and decisionsdiscussed.

Because companies with outstandingindebtedness under the TARP willcontinue to have an annual say-on-payvote until they repay all suchindebtedness, these votes should beaddressed by issuers in CD&A as well.To reflect our treatment of companies

subject to EESA with outstandingobligations under TARP, we have alsomodified the amendment to Item402(b)(1) as adopted to address issuerconsideration of the results of the mostrecent shareholder advisory vote onexecutive compensation required bySection 14A orRule 14a20. Thisreflects that the vote required pursuantto the EESA and 14a20 is effectivelythe same vote that would be requiredunder Section 14A(a)(1).101

Smaller reporting companies aresubject to scaled disclosure

requirements in Item 402 of RegulationSK and are not required to include aCD&A. We are not adding a specificrequirement for smaller reportingcompanies to provide disclosure abouthow previous votes pursuant to Section14A affected compensation policies anddecisions because we believe suchinformation would not be as valuableoutside the context of a complete CD&Acovering the full range of mattersrequired to be addressed by Item 402(b).However, we note that pursuant to Item402(o) of Regulation SK, 102 smallerreporting companies are required to

provide a narrative description of anymaterial factors necessary to anunderstanding of the informationdisclosed in the SummaryCompensation Table. If consideration ofprior say-on-pay votes is such a factorfor a particular issuer, disclosure would

be required pursuant to Item 402(o).

B. Shareholder Approval of theFrequency of Shareholder Votes onExecutive Compensation

1. Rule 14a21(b)

We proposed Rule 14a21(b) pursuantto which issuers would be required, notless frequently than once every sixyears, to provide a separate shareholder

advisory vote in proxy statements todetermine the frequency of theshareholder vote on the compensationof executives required by Section14A(a)(1). We are adopting thisamendment substantially as proposedwith slight modifications in response tocomments.

a. Proposed Rule

Under proposed Rule 14a21(b),issuers would be required, not lessfrequently than once every six years, toprovide a separate shareholder advisoryvote in proxy statements for annualmeetings to determine whether theshareholder vote on the compensationof executives required by Section14A(a)(1) will occur every 1, 2, or 3years. 103 As proposed, Rule 14a21(b)would also clarify that the separateshareholder vote on the frequency ofshareholder votes on executivecompensation would be required onlyin a proxy statement for an annual orother meeting of shareholders for whichour rules require compensationdisclosure. Consistent with Section 14A,issuers would be required to provide theseparate shareholder vote on thefrequency of the say-on-pay vote for the

first annual or other such meeting ofshareholders occurring on or afterJanuary 21, 2011.


Comments on the proposal weregenerally favorable. Many commentatorsagreed that the rule did not need tospecify the required language to be usedfor the shareholder vote on thefrequency of shareholder votes toapprove executive compensation.104Some commentators, however,recommended that the Commissionshould specify language or provide non-exclusive examples of resolutions soissuers would know how therequirement may be satisfied.105 Anumber of commentators also requestedthat the Commission clarify whether thevote should be presented in the form ofa resolution given that shareholders willhave a choice among three frequencies



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106See, e.g., letters from ABA, Pfizer, Society ofCorp. Sec., and Sullivan.

107See, e.g., letter from the ABA.108See, e.g., letters from Business Roundtable,

FSR, Pfizer, PGGM, and Protective Life.109See, e.g., letters from AFSCME, CII, CalPERS,

ICGN, Georg Merkl (Merkl), Public Citizen, andRAILPEN Investments and UniversitiesSuperannuation Scheme (RAILPEN & USS).

110See, e.g., letters from ABA, Compensia, DavisPolk, NACD, and Sullivan.

111As proposed, Rule 14a21(b) would haverequired a frequency vote within the six-year periodfrom the date of the most recent frequency vote.

112Exchange Act Section 14A(a)(2). 113See discussion in Section II.E below.

114See, e.g., letters from CalPERS, ICGN, PGGM,and Protective Life.

115See letter from Society of Corp. Sec.116See, e.g., letters from ICGN and TIAACREF.117As discussed in Section II.A.2.a, Section

14A(a) does not require additional disclosure withrespect to the non-binding nature of the vote. Weare requiring additional disclosure so thatinformation about the advisory nature of the voteis available to shareholders before they vote.

118See Section II.A.2.a, above.119 Issuers should disclose the current frequency

as determined by the board following a shareholderadvisory vote. We would not expect disclosure ofeither the current frequency or when the nextscheduled say-on-pay vote will occur in proxymaterials for the meeting where an issuer initiallyconducts the say-on-pay and frequency votes.

or abstaining from the frequencyvote.106 Although some commentatorssuggested that we specify which sharesare entitled to vote in the shareholdervote on the frequency of say-on-payvotes,107 most commentators indicatedthere was no need for the Commissionto address this question.108

We also requested comment regarding

whether a new issuer should bepermitted to disclose the frequency ofits say-on-pay votes in the registrationstatement for its initial public offeringand be exempted from conducting say-on-pay votes and frequency votes at itsannual meetings until the annualmeeting for the year disclosed in itsregistration statement. Mostcommentators indicated that newlypublic companies should not be exemptfrom the say-on-pay and frequency votesand should be required to conduct say-on-pay and frequency votes at their firstannual shareholders meeting after the

initial public offering.109

However,some commentators expressed supportfor such an exemption as it wouldprovide these issuers additional time toformulate their compensation policiesas a public company before conductingthe shareholder votes required bySection 14A.110

c. Final Rule

After reviewing and considering thecomments, we are adopting Rule 14a21(b) as proposed with slightmodifications to clarify that thefrequency vote is required at least onceduring the six calendar years following

the prior frequency vote.111 Under Rule14a21(b), issuers will be required, notless frequently than once every sixcalendar years, to provide a separateshareholder advisory vote in proxystatements for annual meetings todetermine whether the shareholder voteon the compensation of executivesrequired by Section 14A(a)(1) willoccur every 1, 2, or 3 years. 112 Afterconsidering and reviewing comments onthe proposed rule, we do not believe itis necessary to provide a form ofresolution for the vote required by Rule14a21(b). In response to concerns

raised by commentators and discussedbelow, we are also adopting a temporaryexemption under which smallerreporting companies will not berequired to conduct a shareholderadvisory vote on the frequency of say-on-pay votes until meetings on or after

January 21, 2013.113Rule 14a21(b) will also clarify that

the separate shareholder vote on thefrequency of shareholder votes onexecutive compensation will berequired only in a proxy statement foran annual or other meeting ofshareholders at which directors will beelected and that such vote is requiredonly once every six calendar years.Under Rule 14a21(b), issuers will berequired to provide the separateshareholder vote on the frequency of thesay-on-pay vote for the first annual orother such meeting of shareholdersoccurring on or after January 21, 2011.After reviewing the comment letters, we

continue to believe that the say-on-payvote and the frequency vote should berequired of newly public companies inthe proxy statement for such companysfirst annual meeting after the initialpublic offering. This will giveshareholders the opportunity to expressa view on these matters while thecompany is in the process ofestablishing policies that will apply asa public company and could benefitfrom understanding its shareholderspoint of view.

2. Item 24 of Schedule 14A

In order to implement the

requirements of Section 14A(a), weproposed new Item 24 to Schedule 14A,to briefly explain the general effect ofthe frequency vote, such as whether thevote is non-binding. We are adoptingthis amendment to Schedule 14A asproposed with a modification.


In addition to disclosure regarding thevote on executive compensation, weproposed that issuers would be requiredto disclose in the proxy statement thatthey are providing a separateshareholder advisory vote on the

frequency of the shareholder advisoryvote on executive compensation.Proposed Item 24 of Schedule 14Awould also require issuers to brieflyexplain the general effect of this vote,such as whether the vote is non-binding.


Commentators generally supportedproposed Item 24 of Schedule 14A as itrelates to the frequency of say-on-pay

votes.114 One commentator expressedthe view that the proposed amendmentis not needed as it will lead to

boilerplate disclosure.115 Somecommentators also suggested thatissuers should be required to disclosethe current frequency of say-on-payvotes.116

c. Final RuleAfter reviewing and considering the

comments, we are adopting Item 24 ofSchedule 14A as proposed with amodification. Issuers will be required todisclose in the proxy statement that theyare providing a separate shareholderadvisory vote on the frequency of say-on-pay votes. Item 24 of Schedule 14Awill also require issuers to brieflyexplain the general effect of this vote,such as whether the vote is non-

binding.117 As noted above, this issimilar to the approach taken by theCommission in connection with

disclosure requirements about theshareholder advisory vote on executivecompensation for companies subject toEESA.118 Based on our experience withthese votes, we believe that suchrequirements will lead to usefuldisclosure of information about thenature and effect of the vote forshareholders to consider, such aswhether the vote is non-binding.

After reviewing comments, we arealso adding a requirement to Item 24 forissuers to provide disclosure of thecurrent frequency of say-on-pay votesand when the next scheduled say-on-

pay vote will occur,119

in their proxymaterials. We believe this will provideuseful information to shareholdersabout upcoming say-on-pay andfrequency shareholder advisory votes.

3. Amendment to Rule 14a4

In order to implement therequirements of Section 14A(a)(2), wealso proposed amendments to Rule 14a4. After considering comments, we areadopting the amendments to Rule 14a4 as proposed, with slight modification.



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120See Section II.B.3 of the Proposing Release.121Because the shareholder vote on the frequency

of voting on executive compensation is advisory,we do not believe that it is necessary to prescribea standard for determining which frequency hasbeen adoptedby the shareholders.

122Rule 14a4(b)(1).

123See, e.g., letters from Calvert, COPERA, ICGN,Meridian, Merkl, PGGM, and Protective Life.

124See letter from Keith P. Bishop (Bishop).125See letter from UBC.126See letter from Society of Corp. Sec.127See, e.g., letters from Broadridge Financial

Solutions, Inc. (Broadridge) and Proxytrust(Proxytrust).

128See letter from Sullivan.129See letter from ABA. For a discussion of

transition matters, see Section II.F below.

130These substantive bases for exclusion are setforth in Rule 14a8(i).


As noted in the Proposing Release,Section 14A(a)(2) requires a shareholderadvisory vote on whether say-on-payvotes will occur every 1, 2, or 3 years.Thus, shareholders must be given fourchoices: Whether the shareholder voteon executive compensation will occur

every 1, 2, or 3 years, or to abstain fromvoting on the matter. In our view,Section 14A(a)(2) does not allow foralternative formulations of theshareholder vote, such as proposals thatwould provide shareholders with twosubstantive choices (e.g., to hold aseparate shareholder vote on executivecompensation every year or lessfrequently), or only one choice (e.g., acompany proposal to hold shareholdervotes every two years). We noted in theProposing Release that we would expectthat the board of directors will includea recommendation as to how

shareholders should vote on thefrequency of shareholder votes onexecutive compensation.120 However,the issuer must make clear in thesecircumstances that the proxy cardprovides for four choices (every 1, 2, or3 years, or abstain) and thatshareholders are not voting to approveor disapprove the issuersrecommendation. Accordingly, weproposed amendments to our proxyrules to reflect the statutory requirementthat shareholders must be provided theopportunity to cast an advisory vote onwhether the shareholder vote onexecutive compensation required bySection 14A(a)(1) of the Exchange Actwill occur every 1, 2, or 3 years, or toabstain from voting on the matter.121

Specifically, we proposedamendments to Rule 14a4 under theExchange Act, which providesrequirements as to the form of proxythat issuers are required to include withtheir proxy materials, to require thatissuers present four choices to theirshareholders. Absent amendment, Rule14a4 requires the form of proxy toprovide means whereby the personsolicited is afforded an opportunity tospecify by boxes a choice betweenapproval or disapproval of, orabstention with respect to each separatematter to be acted upon, other thanelections to office.122 We proposedamendments to revise this standard topermit proxy cards to reflect the choice

of 1, 2, or 3 years, or abstain, for thesevotes.


Comments on the proposal weregenerally favorable. Many commentatorsexpressed support for the proposedapproach where shareholders are given

four choices on the frequency vote.123Some commentators suggestedalternative approaches including a votewhere shareholders would rank eachchoice of frequency or vote separatelyfor each of 1, 2, and 3 years,124 a votewhere management would choose 1, 2,or 3 years as the frequency and askshareholders to approve or disapproveits choice,125 and a two-step approachwhereby shareholders would first votewhether or not they have a preferenceas to the frequency of say-on-pay votesand, if they do have a preference,subsequently vote on whether such

votes should be conducted every 1, 2, or3 years.126In addition, we requested comment in

the Proposing Release as to whetherissuers, brokers, transfer agents, anddata processing firms would be able toaccommodate the four choices for asingle line item on the proxy card.Commentators indicated that theywould be ready for the vote with fourchoices on the proxy card by January 21,2011.127 One commentatorrecommended that we clarify thatissuers may vote uninstructed shares inaccordance with managementsrecommendations so long as they followthe requirements of Rule 14a4,128while another suggested that theCommission extend the transitionguidance permitting the presentation ofthree choices for the frequency vote forthe entire 2011 proxy season andperhaps require the three-choiceapproach for all issuers for 2011 toallow for uniformity among differentissuers.129

c. Final Rule

After considering the comments, weare adopting the rule substantially asproposed with some modifications.

Specifically, we are adoptingamendments to Rule 14a4 under theExchange Act, which provides

requirements as to the form of proxythat issuers are required to include withtheir proxy materials, to require thatissuers present four choices to theirshareholders. Under existing Rule 14a4, the form of proxy is required toprovide means whereby the personsolicited is afforded an opportunity tospecify by boxes a choice between

approval or disapproval of, orabstention with respect to each separatematter to be acted upon, other thanelections to office. Absent anamendment, Rule 14a4 would notpermit proxy cards to reflect the choiceof 1, 2, or 3 years, or abstain. Theamendments revise the rule to permitproxy cards to reflect the choice of 1, 2,or 3 years, or abstain, for the frequencyvote.

In response to comment, we note thatissuers may vote uninstructed proxycards in accordance with managementsrecommendation for the frequency vote

only if the issuer follows the existingrequirements of Rule 14a4 to (1)include a recommendation for thefrequency of say-on-pay votes in theproxy statement, (2) permit abstentionon the proxy card, and (3) includelanguage regarding how uninstructedshares will be voted in bold on theproxy card.

4. Amendment to Rule 14a8

In connection with implementing therequirements of Section 14A(a)(2), wealso proposed a note to Rule 14a8(i)(10) relating to shareholderproposals. After considering the

comments, we are adopting theamendment to Rule 14a8 with somemodifications.


Our proposed amendment to Rule14a8 under the Exchange Act wouldadd a note to Rule 14a8(i)(10) to clarifythe status of shareholder proposals thatseek an advisory shareholder vote onexecutive compensation or that relate tothe frequency of shareholder votesapproving executive compensation.Rule 14a8 provides eligibleshareholders with an opportunity to

include a proposal in an issuers proxymaterials for a vote at an annual orspecial meeting of shareholders. Anissuer generally is required to includethe proposal unless the shareholder hasnot complied with the rules proceduralrequirements or the proposal fallswithin one of the rules 13 substantive

bases for exclusion.130 One of thesubstantive bases for exclusion, Rule14a8(i)(10), provides that an issuer



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131See, e.g., letters from ABA, BusinessRoundtable, Center for Capital MarketsCompetitiveness of the U.S. Chamber of Commerce(CCMC), Eaton, FSR, ICGN, Pfizer, PGGM, andProtective Life.

132See, e.g., letter from Business Roundtable.133See, e.g., letters from AFSCME, Calvert, Center

on Exec. Comp., CII, Public Citizen, and UBC.134See, e.g., letter from AFSCME.

135See letter from UBC.136See, e.g., letters from ABA, Davis Polk,

Meridian, Society of Corp. Sec., and Sullivan.137See letter from Sullivan.138See, e.g., letters from Boeing and Center on

Exec. Comp.139See letter from Boeing.140See, e.g., letters from CalPERS, CII, and SBA

of Florida.141See letter from CII.142An example would be a shareholder proposal

for an advisory vote on the Chief Executive Officerscompensation as disclosed under Item 402 ofRegulation SK.

143See, e.g., letters from Business Roundtable,Boeing, CCMC, Davis Polk, Pfizer, and Society ofCorp. Sec.

144See letter from Boeing.

145See, e.g., letters from Boston Common, Calvert,First Affirmative, ICGN, PIRC, PGGM, RAILPEN &USS, Social Investment, and Walden.

146See letter from RAILPEN & USS.147See, e.g., letters from ABA, Boeing, Frederic

W. Cook & Co., Inc. (Frederic Cook),McGuireWoods, Pfizer, PM&P, and Protective Life.

148See letter from McGuireWoods.149See letter from Frederic Cook.150See, e.g., letters from CalPERS, CII, and SBA

of Florida.

may exclude a shareholder proposal thathas already been substantiallyimplemented.

We proposed adding a note to Rule14a8(i)(10) to permit the exclusion ofa shareholder proposal that wouldprovide a say-on-pay vote or seeksfuture say-on-pay votes or that relates tothe frequency of say-on-pay votes,

provided the issuer has adopted a policyon the frequency of say-on-pay votesthat is consistent with the plurality ofvotes cast in the most recent vote inaccordance with Rule 14a21(b). Asnoted in Section I above, a say-on-payvote is defined as a separate resolutionsubject to shareholder vote to approvethe compensation of executives, asdisclosed pursuant to Item 402 ofRegulation SK, or any successor toItem 402.

As proposed, an issuer would bepermitted to exclude shareholderproposals that propose a vote on the

approval of executive compensation asdisclosed pursuant to Item 402 ofRegulation SK or on the frequency ofsuch votes, including those drafted asrequests to amend the issuers governingdocuments, so long as the issuer hasadopted a policy on the frequency ofsay-on-pay votes that is consistent withthe plurality of votes cast in the mostrecent vote required by Rule 14a21(b)and provides a vote on frequency atleast as often as required by Section14A(a)(2).


Comments on the proposal weremixed. Many commentators supportedthe proposed amendment to permitexclusion of shareholder proposals onfrequency and say-on-pay,131 statingthat the amendment would eliminateredundancy and reduce administrative

burdens and costs.132 Othercommentators disagreed with thegeneral approach,133 stating that they

believe it would be unwise as a matterof public policy and wouldinappropriately interpret substantialimplementation because the note wouldpermit exclusion of proposals

requesting a frequency that the issuerhas not implemented.134 Othercommentators asserted that anamendment is not required becauseissuers should be permitted to exclude

any shareholder proposals on frequencyas long as the issuer complies withSection 14A(a)(2).135 Somecommentators suggested that we shouldalso permit issuers to excludeshareholder proposals on the frequencyof say-on-pay votes when they adopt apolicy to hold say-on-pay votes morefrequently than the frequency that is

consistent with the plurality of votescast in the most recent shareholdervote 136 to prevent issuers beingpenalized for providing shareholderswith more frequent say-on-pay votes.137Other commentators felt that issuersshould not be required to adopt aparticular policy on the frequency ofsay-on-pay votes in order to bepermitted to exclude shareholderproposals on executivecompensation,138 noting that an issuershould be permitted to excludeshareholder proposals on frequency solong as the issuer provides a reasonable

basis for the frequency chosen toprevent an annual re-visiting of thefrequency vote by shareholders.139

In addition, some commentatorsstated that the proposed note to Rule14a8(i)(10) should incorporate amajority standard rather than theproposed plurality standard, so thatissuers would need to adopt a policyconsistent with the majority of votescast in order to exclude a shareholderproposal as substantiallyimplemented,140 noting that themajority standard would be consistentwith policies that boards shouldimplement actions recommended bymajority shareholder vote.141 Somecommentators also recommended thatissuers should be permitted to excludeshareholder proposals for votes onexecutive compensation that arenarrower in scope 142 than the say-on-pay vote required under Rule 14a21(a).143 These commentators expressedthe concern that shareholders couldundermine the non-binding nature ofthe frequency vote through morespecific vote proposals.144

Finally, some commentators indicatedthat it would be inappropriate to permitcompanies to exclude shareholderproposals on frequency if there have

been material changes in the companyscompensation program since the priorfrequency vote 145because shareholdersshould be permitted the opportunity torevisit their decision on the frequency

vote under such circumstances.146 Othercommentators noted that materialchanges to an issuers compensationprogram should not limit theavailability of Rule 14a8(i)(10) becauseshareholders will understand that acompanys compensation program isdynamic and factor this into theirfrequency voting decisions.147 Thesecommentators noted that the difficultyin determining whether changes arematerial would erode the benefit of thenote to Rule 14a8(i)(10), createuncertainty as to a companys ability toexclude shareholder proposals on

frequency,148

and burden the staff withanalyzing materiality on a case-by-casebasis.149

c. Final Rule

After reviewing the comments, we areadopting the amendment to Rule 14a8(i)(10) with some modifications.

We continue to believe that undercertain conditions, an issuer should bepermitted to exclude subsequentshareholder proposals that seek a voteon the same matters as the shareholderadvisory votes on say-on-pay andfrequency required by Section 14A(a).Consequently, consistent with theproposal, we are adding a note to Rule14a8(i)(10) to permit the exclusion ofa shareholder proposal that wouldprovide a say-on-pay vote, seeks futuresay-on-pay votes, or relates to thefrequency of say-on-pay votes in certaincircumstances; however, in response tocomments,150 we are changing thethreshold for exclusion from a pluralityto a majority. Specifically, as adopted,the note to Rule 14a8(i)(10) will permitexclusion of such a shareholderproposal if, in the most recentshareholder vote on frequency of say-on-pay votes, a single frequency (i.e.,

one, two or three years) received thesupport of a majority of the votes castand the issuer has adopted a policy on



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151For purposes of this analysis, an abstentionwould not count as a vote cast. We are prescribingthis voting standard solely for purposes ofdetermining the scope of the exclusion under thenote to Rule 14a8(i)(10), and not for the purposeof determining whether a particular votingfrequency should be considered to have beenadopted or approved by shareholder vote as amatter of state law.

152We recognize that this approach is differentfrom the traditional substantially implementedstandard in Rule 14a8(i)(10) since the frequencysought by a shareholder would be different from thefrequency the issuer has implemented. We haverevised the note to avoid confusion in that regard.A shareholder proposal seeking a frequency that isthe same as that provided by the company wouldbe excludable under the traditional substantiallyimplemented standards in Rule 14a8(i)(10)without regard to the new note, assuming there areno other differences that would lead to a differentresult.

153No-action requests to exclude shareholderproposals that seek shareholder advisory votes ondifferent aspects of executive compensation will beevaluated on a case-by-case basis by the staff.

154 Issuers seeking to exclude a shareholderproposal under the note to Rule 14a8(i)(10) arerequired to follow the same shareholder proposalprocess with the staff of the Commission as wouldbe required if the issuer intended to rely on anyother substantive basis for exclusion under Rule14a8.

the frequency of say-on-pay votes that isconsistent with that choice.151

In light of the nature of the votewiththree substantive choicesit is possiblethat no single choice will receive amajority of votes and that, as a result,there may be issuers that may not beable to exclude subsequent shareholderproposals regarding say-on-pay matters

even if they adopt a policy on frequencythat is consistent with plurality of votescast. We also recognize, however, that ifno single frequency choice receives thesupport of a majority of votes cast, thechoice preferred by the plurality maynot represent the choice preferred bymost of the companys shareholders. Forexample, if 30% of votes support annualvoting, 30% support biennial voting,and 40% favor triennial voting, nofrequency would have received amajority of votes cast; therefore, it is notclear that implementing the pluralitychoice would be favored by most of the

companys shareholders. In thatsituation, if the company implementedtriennial voting and the note to Rule14a8(i)(10) allowed exclusion ofshareholder proposals seeking adifferent frequency, this could preventshareholders from putting forthproposals that seek to request that thecompany implement a frequency thatwould be preferred by a majority ofshareholders. After consideringcommentators views, we are concernedthat this approach wouldinappropriately restrict shareholderproposals on this topic, particularly in

light of Section 14A(c)(4)s directive thatthe shareholder advisory votes requiredby Sections 14A(a) and (b) may not beconstrued to restrict or limit the abilityof shareholders to make proposals forinclusion in proxy materials related toexecutive compensation.

On the other hand, if a majority ofvotes cast favors a given frequency andthe issuer adopts a policy on frequencythat is consistent with the choice of themajority of votes, then in our view, asa matter of policy it is appropriate forRule 14a8 to provide for exclusion ofsubsequent shareholder proposals thatwould provide a say-on-pay vote, seek

future say-on-pay votes, or relate to thefrequency of say-on-pay votes. We

believe that, in these circumstances,additional shareholder proposals onfrequency generally would

unnecessarily burden the company andits shareholders given the companysadherence to the view favored by amajority of shareholder votes regardingthe frequency of say-on-pay votes.152 Asdescribed above, an issuer would not bepermitted to exclude such shareholderproposals under the note if no frequencychoice received a majority of the votes

cast.As a result of this amendment, an

issuer will be permitted to excludeshareholder proposals that propose avote on the frequency of such votes,153including those drafted as requests toamend the issuers governingdocuments. For example, if in the firstvote under Rule 14a21(b) a majority ofvotes were cast for a two-year frequencyfor future shareholder votes onexecutive compensation, and the issueradopts a policy to hold the vote everytwo years, a shareholder proposalseeking a different frequency could be

excluded so long as the issuer seeksvotes on executive compensation everytwo years.154

We also believe that a shareholderproposal that would provide anadvisory vote or seek future advisoryvotes on executive compensation withsubstantially the same scope as the say-on-pay vote required by Rule 14a21(a)the approval of executivecompensation as disclosed pursuant toItem 402 of Regulation SKshouldalso be subject to exclusion under Rule14a8(i)(10) if the issuer adopts a policyon frequency that is consistent with themajority of votes cast. This is consistent

with the proposal, although likeadditional frequency votes, the note toRule 14a8(i)(10) would conditionexclusion on the companyimplementing the frequency favored bya majority of shareholders. In thiscircumstance, shareholders would beprovided the opportunity to provide

say-on-pay votes on the frequencypreferred by a majority of shareholderswhen last polled, and we believeadditional proposals on the same matterwould impose unnecessary burdens oncompanies and shareholders.

We are also modifying the noteslightly. To avoid confusion, we areremoving the requirement that an issuer

must provide a vote on frequency atleast as often as required by Section14A(a)(2). We believe this language isnot necessary as issuers are alreadyrequired to comply with Section14A(a)(2) in any event. In addition, weare removing the language assubstantially implemented from thenote to avoid confusion.

5. Amendment to Form 8K

We also proposed amendments toForm 10Q and Form 10K to requireadditional disclosure regarding theissuers decision to adopt a policy on

the frequency of say-on-pay votesfollowing a shareholder advisory voteon frequency. After considering thecomments, we are not adoptingamendments to Form 10Q and Form10K. Instead, we are adopting a newForm 8K Item to require disclosure ofthe issuers decision on the frequency ofsay-on-pay votes.


Issuers are currently required todisclose the preliminary results ofshareholder votes pursuant to Item 5.07of Form 8K within four business days

following the day the shareholdermeeting ends and final voting resultswithin four business days of when theyare known. This item will requireissuers to report how shareholders votedin the say-on-pay vote and thefrequency of shareholder votes onexecutive compensation.

We proposed amendments to Form10K and Form 10Q to requireadditional disclosure regarding theissuers decision in light of such vote asto how frequently the company willinclude those say-on-pay votes for thesix subsequent years. Our proposed

amendments to Item 9B of Form 10Kand new Item 5(c) of Part II of Form 10Q would have required an issuer todisclose this decision in the Form 10Q covering the quarterly period duringwhich the shareholder advisory voteoccurs, or in the Form 10K if theshareholder advisory vote occurs duringthe issuers fourth quarter. In light of therelevance of this decision to potentialshareholder proposals on the topic, weproposed this disclosure to notifyshareholders on a timely basis about theissuers decision on how frequently it



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155See, e.g., letters from CalPERS, ICGN,Meridian, PGGM, and SBA of Florida.

156See letter from SBA of Florida.157See, e.g., letters from Business Roundtable,

Boeing, Center on Exec. Comp., CCMC, FSR, andSociety of Corp. Sec.

158See, e.g., letter from Society of Corp. Sec.159See, e.g., letters from Compensia, Davis Polk,

Eaton, Frederic Cook, PM&P, and Protective Life.160See, e.g., letters from ABA, Boeing, TIAA

CREF, and Time Warner Inc. (Time Warner).161See, e.g., letters from Eaton, Frederic Cook,

Compensia, and PM&P.162See, e.g., letters from ABA and Davis Polk.163See letter from Business Roundtable.164See letter from ABA.165See, e.g., letter from Davis Polk.

166See letter from PIRC.167See, e.g., letters from ABA, Boeing,

Compensia, Davis Polk, Eaton, Frederic Cook,

PM&P, Protective Life, TIAACREF, and TimeWarner.168 Item 5.07 is not among the list of items subject

to the safe harbor from liability in Rules 13a11 [17CFR 240.13a11] and 15d11 [17 CFR 240.15d11]under the Exchange Act. In addition, companiesthat fail to file a timely report required by Item 5.07will lose their eligibility to file Form S3registration statements. We are not making a changeto this as a result of our amendments to Item 5.07.We continue to believe that Item 5.07 does notrequire management to make rapid materiality andsimilar judgments within the compressed Form 8K timeframe. See Additional Form 8K DisclosureRequirements and Acceleration of Filing Date,Release No. 338400 (Mar. 16, 2004) [69 FR 15594]at Section II.E and Proxy Disclosure Enhancements,

Release No. 339089 (Dec. 16, 2009) [74 FR 68334]at Section II.E.

169 Item 5.07(d) of Form 8K.170 In this regard, we note the recent guidance

provided by the Division of Corporation Financethat Regulation FD [17 CFR 243.100 et seq.] doesnot prohibit directors from speaking privately witha shareholder or group of shareholders as describedin that guidance. See Regulation FD CDIs, Question101.11.

171See, e.g., letters from Davis Polk and PIRC.172We are adopting a conforming technical

change to Instruction 1 to Item 5.07 to carve outItem 5.07(d) from the four-business day period forreporting the event. See Instruction 1 to Item 5.07of Form 8K.

will provide the say-on-pay vote toshareholders.


Comments on the proposal weremixed. A number of commentatorssupported the amendments as proposedthat would require disclosure of an

issuers decision as to the frequency ofsay-on-pay votes in the Form 10Q orForm 10K for the period during whichthe advisory vote occurs 155 as therequirement would allow shareholdersto readily obtain an issuers decision onthe frequency of say-on-pay votes.156Some commentators questionedwhether the Commission should requiresuch disclosure of an issuersdetermination regarding frequencyfollowing the results of a shareholderadvisory vote at all,157 given that theshareholder vote on the frequency ofsay-on-pay votes is only advisory.158

Other commentators suggested that weshould allow issuers additional time toconsider the results of the shareholdervote 159 and to contact shareholders foradditional feedback,160 particularly ifthe shareholders do not express a clear

Documents

Say on Pay,Golden Parachute Federal Register