Earlier this week, the House of Representatives approved the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Senate vote has been delayed until mid-July with signing by President Obama expected thereafter. The bill includes significant changes to corporate governance and executive compensation and disclosure applicable to publicly traded issuers. Provisions address say on pay, proxy access, compensation clawbacks, compensation committee independence and further restrictions on broker discretionary voting. Of note is that the majority voting requirement that would have required directors in uncontested elections to be approved by a majority of the votes cast was dropped from the Senate version of the bill.
An upcoming Katten Client Advisory will provide a more detailed discussion of the Dodd-Frank provisions.