Publications

Under Section 951 of the Dodd-Frank Act and the 2011 implementing rules of the Securities and Exchange Commission (“SEC”), no later than every six years, issuers are required to submit to a non-binding shareholder vote a resolution to determine whether their advisory say-on-pay votes will occur every one, two or three years (“say-on-frequency”). This year is the first six-year anniversary of the initial say-on-frequency vote for calendar-year companies (other than smaller reporting companies and emerging growth companies). As a reminder, issuers submitting a say-on-frequency resolution to a shareholder vote this proxy season must disclose in a timely fashion the company’s decision “as to how frequently the company will include a shareholder vote on the compensation of executives in its proxy materials until the next required” say-on-frequency vote. Under Item 5.07(d) of Form 8-K, such disclosure is required to be filed no later than 150 calendar days after the end of the annual meeting but in no event later than 60 calendar days prior to the company’s deadline for the submission of shareholder proposals under Exchange Act Rule 14a-8.