Just a short Blog today to remind readers that companies must provide their shareholders with a separate resolution subject to a non-binding shareholder vote to determine whether future Shareholder Say on Pay votes will occur every one, two, or three years; no later than the annual meeting of shareholders held in the sixth calendar year after the immediately preceding vote on this matter (also sometimes referred to as “Say When on Pay”). Companies that last provided this voting opportunity to shareholders in 2011 (which, in our experience, is most companies), must include the advisory vote in their 2017 proxy.

The SEC's rules suggest that issuers give shareholders four choices:

  • The shareholder vote on executive compensation will occur every year
  • The shareholder vote on executive compensation will occur every 2 years
  • The shareholder vote on executive compensation will occur every 3 years
  • Abstain