Section 957 of Dodd Frank requires each national securities exchange to amend its rules to prohibit member organizations from voting shares without specific client instructions on matters related to executive compensation. Dodd-Frank also includes similar provisions that prohibit voting of uninstructed shares by member organizations in the election of directors and in other matters as determined by the SEC.
On August 4, 2010, the NYSE issued an Information Memo providing guidance on implementation of this provision. The NYSE stated that it intends to file an amendment to NYSE Rule 452 to prohibit members from voting uninstructed shares on proposals relating to executive compensation, including “say-on-pay” proposals, at meetings occurring after July 21, 2010. However, effective immediately, the NYSE will treat proposals that involve executive compensation matters as “may not vote” rulings going forward. An exception will be made for those meetings on which the NYSE has issued a “may vote” ruling prior to July 21, 2010.
NYSE Amex and NYSE Arca will file identical amendments to their rules. The exchanges had already amended their rules, effective for meetings as of January 1, 2010, to prohibit brokers from voting uninstructed shares in connection with the election of directors.