The Latest on Compensation and Governance Matters, SEC Alert for Equilar Clients 

Equilar’s SEC Alert is intended to keep compensation professionals informed about recent decisions and upcoming releases regarding compensation- and governance-related issues.

Recent SEC Decisions Related to Dodd-Frank

§951: Final Say-on-Pay Rules – January 25, 2011 Advisory Vote on Compensation: Companies

will be required to provide shareholders with a non-binding advisory vote on executive compensation at least once every three years, beginning with the first annual meeting on or after Jan. 21, 2011. Companies with a public float below $75 million will not be required to hold a vote until Jan. 21, 2013.

Frequency: At least once every six years, companies will be required to allow shareholders to vote on whether they would like to hold a say-on- pay vote each year, every two years, or every three years.