The Securities and Exchange Commission (SEC) has adopted Final Rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) regarding the shareholder approval of executive compensation and “golden parachute” arrangements, commonly referred to as “say-on-pay” rules. The Dodd-Frank Act requires shareholders to be provided with a non-binding vote on the overall compensation practices of a company: a say-on-pay vote. Frequency of say-on-pay votes may be every one, two, or three years as determined in a separate shareholder vote held at least once every six years: a say-when-on-pay vote. Additionally, the Dodd-Frank Act requires shareholders to be provided with a non-binding vote on compensation with named executive officers relating to mergers, acquisitions, or similar transactions (including total amounts payable): a vote on “golden parachute” payments. These final rules generally follow the proposed rules previously issued by the SEC and are effective for shareholder votes held on or after April 21, 2011. However, the statutory effective date for initial say-on-pay and say-when-on-pay votes remains on the first annual meeting of shareholders on or after January 21, 2011. One significant change in the final rules is that smaller reporting companies (generally those with a public equity float of less than $75 million) will not be required to conduct initial say-on-pay and say-when-on-pay votes until the first annual meeting on or after January 21, 2013. Publicly traded companies should review the final rules and additional guidance provided by the SEC in preparation for filing their proxy statements. (SEC Release No. 339178; January 25, 2011, http://www.sec.gov/rules/final/2011/33-9178fr.pdf; Regulation S-K, Compliance & Disclosure Interpretations, Question 128B.01, http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm; Compliance and Disclosure Interpretations 169.01, 169.02, 169.03, 169.04, 169.05, and 169.06 http://www.sec.gov/divisions/corpfin/guidance/exchangeactrules-interps.htm#169-01)