On Friday, the SEC modified its schedule for adopting rules relating to the Dodd-Frank Act, including the key provisions applicable to executive compensation, as follows:

August - December 2011 (planned)

§951: Adopt rules regarding disclosure by institutional investment managers of votes on executive compensation

§952: Adopt exchange listing standards regarding compensation committee independence and factors affecting compensation adviser independence; adopt disclosure rules regarding compensation consultant conflicts

January - June 2012 (planned)

§§953 and 955: Adopt rules regarding disclosure of pay-for-performance, pay ratios, and hedging by employees and directors

§954: Adopt rules regarding recovery of executive compensation

§956: Adopt rules (jointly with others) regarding disclosure of, and prohibitions of certain executive compensation structures and arrangements

July - December 2012 (planned)

§952: Report to Congress on study and review of the use of compensation consultants and the effects of such use

Dates still to be determined

§957: Issue rules defining "other significant matters" for purposes of exchange standards regarding broker voting of uninstructed shares

Thus, it seems unlikely that all five of the

  • clawback,
  • pay-for-performance,
  • CEO pay ratio,
  • incentive compensation rules for large financial institutions, and
  • hedging by employees and directors,

provisions will be effective for next year's proxy season. However, if they meet this schedule, one or two of the provisions will be effective for proxies filed after January (as with the shareholder say on pay rules, published in January 2011). Fortunately, the SEC will propose rules first (and already has for a couple of the provisions), so we should know well in advance which provisions will be final for the 2012 proxy season.