SEC Adopts Final Rules on Shareholder Approval of Executive Compensation and Golden Parachutes

Summary: On January 25, 2011, the SEC adopted Rule 14a-21 and amendments to Section 951 of the Dodd-Frank Act, requiring issuers to hold non-binding shareholder advisory votes to approve executive compensation, to approve the frequency of such votes on compensation, and to approve golden parachute compensation arrangements in connection with certain extraordinary business transactions. The rule and amendments affect proxy statements for this year’s annual meetings. The attached Client Alert discusses details of the rule and amendments.