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Smaller Reporting Companies Granted Temporary Exemption from Say-on-Pay Vote 02/07/2011

Posted by Morse Barnes-Brown Pendleton in Legal Developments, Public Companies.

Corporate Attorney Jonathan CallaBy Jonathan Calla

Smaller Reporting Companies (defined as a company with a public equity float of less than $75 million) have been granted a temporary exemption from Section 14A of the Securities Exchange Act of 1934 regarding shareholder approval of executive compensation by implementing Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

As of January 21, 2011, Smaller Reporting Companies will not be required to conduct a Say-on-Pay Vote or a Frequency Vote until the first annual meeting of the shareholders occurring on or after January 21, 2013. However, this exemption does not apply to a Golden Parachute Vote, which must be included in a merger proxy statement.

Read the full article here: SEC Adopts Rules for Say-on-Pay Advisory Votes for Executive Compensation


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