United States Government Publishing Office publisher pbl distributor dst United States National Archives and Records Administration Office of the Federal Register author aut Government Organization text government publication eng FR Regulatory Information 2011_register executive 2011-02-02 article Part V Rules and Regulations D09002ee1c8006380 D09002ee1c8006446 United States Securities and Exchange Commission originator org United States Government Agency or Subagency 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. 76 FR 6010 https://www.govinfo.gov/app/details/FR-2011-02-02/2011-1971 2011-1971 fr02fe11-15 RIN 3235-AK68 8011-01-P Release Nos. 33-9178 34-63768 File No. S7-31-10 https://www.govinfo.gov/app/details/FR-2011-02-02/2011-1971 https://www.govinfo.gov/content/pkg/FR-2011-02-02/html/2011-1971.htm https://www.govinfo.gov/content/pkg/FR-2011-02-02/pdf/2011-1971.pdf Reporting and Recordkeeping Requirements Securities 38 p. 6010 6047 76 FR 6010 Title 17 Part 229 17 CFR Part 229 Title 17 Part 240 17 CFR Part 240 Title 17 Part 249 17 CFR Part 249 RIN 3235-AK68 Shareholder Approval of Executive Compensation and Golden Parachute Compensation; Federal Register Vol. 76, Issue RULE 2011-1971 V SECURITIES AND EXCHANGE COMMISSION 2011-04-04 Release Nos. 33-9178 34-63768 File No. S7-31-10 8011-01-P 2011-1971 Final rule.

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.

Effective Date: April 4, 2011. Scott Hodgdon, Attorney-Adviser, at (202) 551-3430, Anne Krauskopf, Senior Special Counsel, at (202) 551- 3500, or Perry Hindin, Special Counsel, at (202) 551-3440, Division of Corporation Finance, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-3628. Reporting and Recordkeeping Requirements Securities Shareholder Approval of Executive Compensation and Golden Parachute Compensation , http://www.sec.gov/comments/df-title-ix/executive-compensation/executive-compensation.shtml http://www.sec.gov/comments/s7-31-10/s73110.shtml http://www.sec.gov/spotlight/regreformcomments.shtml Vol. 76, no. 22 Office of the Federal Register, National Archives and Records Administration 2011-02-02 continuing daily deposited born digital 377 p. Table of Contents: AE 2.7: GS 4.107: AE 2.106: KF70.A2 https://www.govinfo.gov/app/details/FR-2011-02-02 P0b002ee180bd366f 0097-6326 0042-1219 0364-1406 769-004-00000-9 000582072 f:fr02fe11 https://www.govinfo.gov/app/details/FR-2011-02-02 https://www.govinfo.gov/content/pkg/FR-2011-02-02/pdf/FR-2011-02-02.pdf https://www.govinfo.gov/content/pkg/FR-2011-02-02/xml/FR-2011-02-02.xml fdlp 5679 6047 DGPO 2011-02-02 2024-06-04 FR-2011-02-02 machine generated eng FR FR-2011-02-02 76 22