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Shareholder Approval of Executive Compensation and Golden Parachute Compensation

SEC · final-rule · Published 2011-02-02 · Effective 2011-04-04 · 76 FR 6010

Document

Document number
2011-1971
Federal Register citation
76 FR 6010
CFR reference
17 CFR 229
Type
Rule
Action
Final rule.
Category
final-rule
Agency
US Securities and Exchange Commission
Publication date
2011-02-02
Effective date
2011-04-04
Docket
Release Nos. 33-9178

Abstract

We are adopting amendments to our rules to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to shareholder approval of executive compensation and "golden parachute" compensation arrangements. Section 951 of the Dodd-Frank Act amends the Securities Exchange Act of 1934 by adding Section 14A, which requires companies to conduct a separate shareholder advisory vote to approve the compensation of executives, as disclosed pursuant to Item 402 of Regulation S-K or any successor to Item 402. Section 14A also requires companies to conduct a separate shareholder advisory vote to determine how often an issuer will conduct a shareholder advisory vote on executive compensation. In addition, Section 14A requires companies soliciting votes to approve merger or acquisition transactions to provide disclosure of certain "golden parachute" compensation arrangements and, in certain circumstances, to conduct a separate shareholder advisory vote to approve the golden parachute compensation arrangements.

Source

Authoritative
Federal Register document
Machine
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