On September 24, 2010, the SEC approved a NASDAQ rule change on an accelerated basis that amends its proxy voting rule. Revised Rule 2251 prohibits members from voting on the election of a member of the board of directors of a company (except for a vote with respect to the uncontested election of a member of the board of directors of any investment company registered under the Investment Company Act of 1940), executive compensation, or any other significant matter, as determined by the SEC, unless instructed by the beneficial owner of the shares. The amendment was required to comply with Section 957 of the Dodd-Frank Act.
On September 9, 2010, the SEC approved on an accelerated basis a change to NYSE Rule 452, and corresponding NYSE Listed Company Manual Section 402.08, to prohibit member organizations from voting uninstructed shares if the matter voted on relates to executive compensation, in accordance with the provisions of Section 957 of the Dodd-Frank Act. The commentary to the revised rule clarifies that executive compensation matters include the three say-on-pay votes created under new Section 14A of the Securities Exchange Act of 1934, as amended, added by the Dodd-Frank Act.