The Dodd-Frank Wall Street Reform and Consumer Protection Act

·         Executive Compensation At least once every three years, proxy materials requiring compensation disclosure must include a resolution seeking shareholder approval of the compensation paid to named executive officers. While the result of this shareholder vote is non-binding, it is anticipated that a "no" vote will impact a company's compensation program. In addition, at least every six years, the company must include in its proxy materials a proposal allowing shareholders to determine whether the say on pay vote will occur every one, two or three years. The first say on pay vote and the first vote on the frequency of say on pay proposals must take place at the first stockholder meeting taking place after January 21, 2011.

 

·         Golden Parachutes Proxy materials relating to an acquisition, merger, consolidation, sale or other disposition of all or substantially all of the issuer's assets, must include disclosure describing any agreements or understandings with any named executive officer regarding compensation relating to such transaction. In addition, a resolution seeking a non-binding shareholder vote as to such agreements or understandings and compensation is required. This provision also applies to stockholder meetings taking place after January 21, 2011.  More....