Dodd-Frank's Say-on-Pay Provisions Compliance


This practice note discusses the shareholder advisory votes on executive compensation mandated for U.S. publicly held companies under the federal securities laws. Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) amended the Securities Exchange Act of 1934, as amended (Exchange Act), by adding new Section 14A (15 U.S.C. § 78n-1) to provide for nonbinding shareholder votes on executive compensation—the so-called "say-on-pay" and "say-on-frequency" votes—and related matters.