The SEC has issued final rules implementing the "say-on-pay" and "say-when-pay" non-binding stockholder advisory vote provisions of Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). The final rules specify that stockholder say-on-pay votes must occur at least once every three years beginning with the first annual stockholders' meeting occurring after January 20, 2011. Companies are also required to hold stockholder say-when-pay votes at least once every six years to allow stockholders to decide how often they would like to cast say-on-pay votes. Following a say-when-pay vote, a company is required to file a Form 8-K disclosing how often the company will hold say-on-pay votes. Companies are further required to hold non-binding stockholder advisory votes with respect to golden parachute arrangements with certain executive officers in connection with merger transactions. The final rules provide a temporary exemption for smaller public companies (i.e., those with a public float of less than $75 million). These smaller companies are not required to conduct say-on-pay and say-when-pay votes until annual meetings occurring on or after January 21, 2013.

SEC Rel. No. 33-9178 (Jan. 25, 2011)