The Securities and Exchange Commission, on January 25, 2011, adopted rules implementing the “say-on-pay” and “say-on-golden parachute” provisions of Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act). The Dodd-Frank Act requires say-on-pay and frequency of say-on-pay votes in a company’s proxy statement for the first annual or other meeting of shareholders held on or after January 21, 2011. While the new rules are not effective until April 4, 2011, we expect that companies filing proxy statements between January 21 and April 4 will nevertheless comply with the rules in preparing their say-on-pay and say-on-pay frequency disclosures. Say-on-golden parachute votes are required in initial filings made on or after April 25, 2011. Smaller reporting companies are exempt from say-on-pay and frequency of say-on-pay votes, but only until January 21, 2013, and not with respect to say-on-golden parachute votes.
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