In general, say-on-pay frequency votes last took place in 2011 – as you may recall, with the exception of smaller reporting companies (which generally are subject to more relaxed disclosure requirements), the initial rules became effective for an issuer’s first annual meeting occurring on or after January 21, 2011. Since Rule 14a-21(b) requires a say-on-pay frequency vote every six years, many of our public company clients will have to include a frequency vote in their 2017 proxy statement (for smaller reporting companies, the date is pushed out until the 2019 proxy season).

In addition, if your company is holding a frequency vote, do not forget the requirement to amend your Form 8-Ks that disclose voting results to “disclose the company’s decision in light of such vote as to how frequently the company will include a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives.” The amendment must be made “no later than one hundred fifty calendar days after the end of the annual or other meeting of shareholders at which shareholders voted on the frequency of shareholder votes on the compensation of executives.”