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. Sun, 02 Aug 2026 11:30:42 +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 The Votes Are In — Deconstructing the 2011 Say on Pay Vote – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 The Votes Are In — Deconstructing the 2011 Say on Pay Vote https://corpgov.law.harvard.edu/2011/07/29/the-votes-are-in-deconstructing-the-2011-say-on-pay-vote/?utm_source=rss&utm_medium=rss&utm_campaign=the-votes-are-in-deconstructing-the-2011-say-on-pay-vote https://corpgov.law.harvard.edu/2011/07/29/the-votes-are-in-deconstructing-the-2011-say-on-pay-vote/#comments Fri, 29 Jul 2011 13:09:21 +0000 http://blogs.law.harvard.edu/corpgov/?p=19241?d=20150113161351EST Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Friday, July 29, 2011
Editor's Note:

The following post comes to us from Michael R. Littenberg, a partner at Schulte Roth & Zabel LLP, and is based on Schulte Roth & Zabel white paper by Mr. Littenberg, Farzad F. Damania and Justin M. Neidig.

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.

(more…)

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