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

Summary

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.