On January 25th, the SEC published the adopting release and text of new rules concerning shareholder approval of executive compensation, as required by the Dodd-Frank Act. The new rules specify that say-on-pay votes required under the Dodd-Frank Act must occur at least once every three years beginning with the first annual shareholders' meeting taking place on or after January 21, 2011. Companies also are required to hold a "frequency" vote at least once every six years to allow shareholders to decide how often they would like to be presented with the say-on-pay vote. Following the frequency vote, a company must disclose on SEC Form 8-K how often it will hold the say-on-pay vote. Issuers also are required to provide additional disclosure regarding "golden parachute" compensation arrangements with certain executive officers in connection with merger transactions. The SEC adopted a temporary exemption for smaller reporting companies (public float of less than $75 million). These smaller companies are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013. SEC Release No. 33-9178; SEC Press Release. See also Casey Remarks (dissenting); Paredes Remarks (dissenting).