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The SEC just adopted Final Rules on Shareholder Say on Pay at its open meeting this morning. I will Blog more when they actually publish the Final Rules, and it may be time to convene another meeting of Compensation Committee and/or Board, not because the Final Rules are very different that the proposed rules (which they are not), but because it is the end January and we need to make final decisions on our proxy statements.
- Among the highlights from the Final Rules, according to oral testimony at the Open Meeting:
- Require that issuers present all four choices for the vote on the frequency of SSOP (e.g., annual, biennial, triennial, or abstain)
- Require companies to address in the CD&A, whether and how they took into account the results of the SSOP vote
- Allow companies to exclude future shareholder proposals on SSOP or frequency of SSOP only if the company adopts the provision receiving a majority vote
- Postpone the requirement for reporting the results of and company's decision on frequency on a Form 8-K until 150 days after the annual meeting
- Bidders need not include the "golden parachute" disclosure and approval in tender offer materials filed with SEC (as they may not have access to that information)
- Delay the SSOP requirements for smaller reporting companies for two years
On January 25, 1945, the Battle of the Bulge ended in an Allied victory, but with heavy losses. I have attached a couple photographs from my visit to Bastogne in 2008.
Michael S. Melbinger
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