"Say on Pay": Preparing for the Vote and Its Aftermath

On July 31, 2009, the House of Representatives approved H.R. 3269, the Corporate and Financial Institution Compensation Fairness Act of 2009, which includes a requirement for U.S. public companies to hold annual shareholder advisory votes on executive compensation - often referred to as “say on pay” votes. As momentum builds behind say on pay voting, this alert memo suggests steps that companies should consider in preparing for this change in practice. The accompanying document, ”Shareholder Input on Executive Pay: Summary of Approaches,” describes say on pay resolutions to date and other actions companies have taken to address shareholder concerns about executive pay.