The Securities and Exchange Commission has published its final rules which require a “say on pay” (SOP) for companies which have received financial assistance under the Troubled Asset Relief Program (TARP).
The key points are that:
- The proxy will have to disclose that the company is providing a SOP vote
- Whether the vote is binding or not
- Smaller companies will not be required to provide a “Compensation Discussion & Analysis” to achieve compliance
- Issuers will be required to make accelerated disclosures of the voting results
- The obligation for a SOP vote remains in force for as long as any TARP obligation remains outstanding