The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Sat, 23 May 2026 11:30:35 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png SEC Issues Proposed Rules on Say-on-Pay Voting and Disclosures – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 SEC Issues Proposed Rules on Say-on-Pay Voting and Disclosures https://corpgov.law.harvard.edu/2010/11/11/sec-issues-proposed-rules-on-say-on-pay-voting-and-disclosures/?utm_source=rss&utm_medium=rss&utm_campaign=sec-issues-proposed-rules-on-say-on-pay-voting-and-disclosures https://corpgov.law.harvard.edu/2010/11/11/sec-issues-proposed-rules-on-say-on-pay-voting-and-disclosures/#comments Thu, 11 Nov 2010 13:56:22 +0000 http://blogs.law.harvard.edu/corpgov/?p=13793?d=20150120095853EST Posted by Scott Hirst, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Thursday, November 11, 2010
Editor's Note:

This post comes to us from John J. Cannon, a partner in the Executive Compensation and Employee Benefits Group Shearman & Sterling LLP, and is based on a Shearman & Sterling Client Memorandum by Mr. Cannon, Linda E. Rappaport, Jeffrey P. Crandall, Kenneth J. Laverriere and Doreen E. Lilienfeld. Previous posts about the SEC’s say-on-pay regulations can be found here.

On October 18, 2010, the Securities and Exchange Commission issued proposed rules implementing the say-on-pay provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. [1] Section 951 of the Reform Act requires (1) a non-binding shareholder vote on executive compensation, (2) a non-binding vote on the frequency of the say-on-pay vote, (3) disclosure of “golden parachute” arrangements in connection with specified change in control transactions, and (4) a non-binding shareholder vote on golden parachute arrangements in connection with these change in control transactions.

The proposed rules clear up many issues on say-on-pay left unanswered by the Reform Act and expand issuer disclosure obligations in ways not required by the Act.

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