Page 525

PUBLIC LAW 111–203—JULY 21, 2010 124 STAT. 1899

Subtitle E—Accountability and Executive Compensation

SEC. 951. SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION DISCLOSURES. The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended by inserting after section 14 (15 U.S.C. 78n) the fol- lowing:

‘‘SEC. 14A. SHAREHOLDER APPROVAL OF EXECUTIVE COMPENSATION. 15 USC 78n–1. ‘‘(a) SEPARATE RESOLUTION REQUIRED.— Deadlines. ‘‘(1) IN GENERAL.—Not less frequently than once every 3 years, a proxy or consent or authorization for an annual or other meeting of the shareholders for which the proxy solicita- tion rules of the Commission require compensation disclosure shall include a separate resolution subject to shareholder vote to approve the compensation of executives, as disclosed pursu- ant to section 229.402 of title 17, Code of Federal Regulations, or any successor thereto. ‘‘(2) FREQUENCY OF VOTE.—Not less frequently than once every 6 years, a proxy or consent or authorization for an annual or other meeting of the shareholders for which the proxy solici- tation rules of the Commission require compensation disclosure shall include a separate resolution subject to shareholder vote to determine whether votes on the resolutions required under paragraph (1) will occur every 1, 2, or 3 years. ‘‘(3) EFFECTIVE DATE.—The proxy or consent or authoriza- tion for the first annual or other meeting of the shareholders occurring after the end of the 6-month period beginning on the date of enactment of this section shall include— ‘‘(A) the resolution described in paragraph (1); and ‘‘(B) a separate resolution subject to shareholder vote to determine whether votes on the resolutions required under paragraph (1) will occur every 1, 2, or 3 years. ‘‘(b) SHAREHOLDER APPROVAL OF GOLDEN PARACHUTE COM- PENSATION.— ‘‘(1) DISCLOSURE.—In any proxy or consent solicitation Regulations. material (the solicitation of which is subject to the rules of the Commission pursuant to subsection (a)) for a meeting of the shareholders occurring after the end of the 6-month period beginning on the date of enactment of this section, at which shareholders are asked to approve an acquisition, merger, consolidation, or proposed sale or other disposition of all or substantially all the assets of an issuer, the person making such solicitation shall disclose in the proxy or consent solicita- tion material, in a clear and simple form in accordance with regulations to be promulgated by the Commission, any agree- ments or understandings that such person has with any named executive officers of such issuer (or of the acquiring issuer, if such issuer is not the acquiring issuer) concerning any type of compensation (whether present, deferred, or contingent) that is based on or otherwise relates to the acquisition, merger, LAWS consolidation, sale, or other disposition of all or substantially all of the assets of the issuer and the aggregate total of all such compensation that may (and the conditions upon whichPUBLIC with on anorris VerDate Nov 24 2008 03:41 Aug 28, 2010 Jkt 089139 PO 00203 Frm 00525 Fmt 6580 Sfmt 6581 E:\PUBLAW\PUBL203.111 GPO1 PsN: PUBL203