Bass, Berry & Sims attorney Kevin Douglas authored an article published by Securities Regulation Daily discussing the upcoming "say-when-on-pay" votes that many companies will hold during their annual meetings this year. Because Dodd-Frank mandates that the vote be held every six years, a great portion of companies last held the say-when-on-pay vote immediately following the enactment of Dodd-Frank in 2011 and must vote again in 2017. The say-when-on-pay vote is a non-binding advisory referendum on the frequency of a non-binding advisory vote regarding executive compensation.
While the vote was relatively anticlimactic in 2011 due to the wide regard many institutional shareholders held for annual say-on-pay votes, it is worth noting the importance of the Form 8-K disclosure requirements in relation to the vote. "While say-when-on-pay votes have largely become perfunctory among registrants in light of current market norms and institutional shareholder preferences in favor of annual say-on-pay, registrants should be mindful of the technical Form 8-K disclosure requirements associated with this Dodd-Frank statutory requirement," Kevin said.
To review details on these technical requirements as outlined in the full article, click on the PDF below. The full article, "Annual Meeting 8-K: Don't Forget Say-When-on-Pay Determination," was published by Securities Regulation Daily on June 15, 2017.