For most public companies, the 2011 annual meeting season is now over, and the first mandatory say on pay vote is behind them. Thus far, more than 2200 of the Russell 3000 companies have held say on pay votes in 2011. This White Paper analyzes the results of this year’s say on pay vote across several metrics.
An Overview of Say on Pay
As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 14A(a) was added to the Securities Exchange Act of 1934. Pursuant to Section 14A(a) and the rules thereunder subsequently adopted by the SEC, beginning with the 2011 proxy season, most domestic public companies are required to conduct say on pay (SOP) and say on frequency (SOF) votes.
Under the SOP requirement, companies must submit named executive officer (NEO) compensation to a non-binding, or advisory, shareholder vote at least once every three years, as determined by the board.
