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When discussing independent director roles, we say they "serve" at the pleasure of the shareholders. When addressing their compensation, we struggle with defining what their service is worth.
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The first season of mandatory say-on-pay is coming to a close, and shareholders have shown extraordinary support for executive compensation programs. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, most public companies were, for the first time, required to provide shareholders an advisory vote on executive compensation in 2011. Cogent has reviewed the outcome of these votes at companies that have filed the results of their annual shareholder meeting prior to July 30, 2011. The results of our research are detailed...

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08/19/2011
The first season of mandatory shareholder advisory votes on executive compensation (“say-on-pay”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act is in full-swing, and so far shareholders are generally supportive of the executive compensation practices at most companies. | Download PDF >
06/02/2011
In January, Cogent distributed an Alert to help companies understand how issuers were dealing with the first year of mandatory say-on-pay. more > | Download PDF >
03/10/2011

On Tuesday, January 25, 2011, the Securities and Exchange Commission adopted rules to implement Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires shareholder advisory votes to approve the compensation of executives, or say-on-pay votes, and the frequency of shareholder say-on-pay votes. Section 951 also requires shareholder advisory votes to approve certain agreements and understandings concerning executive compensation that is based on or otherwise relates to the acquisition, merger, consolidation, sale or other disposition of all or substantially all of the assets of an issuer, and requires enhanced disclosure of these golden parachute arrangements. For more information, please see the SEC press release: http://www.sec.gov/news/press/2011/2011-25.htm.

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01/25/2011
This week, the Securities and Exchange Commission (SEC) plans to adopt rules to implement Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), which requires shareholder advisory votes to approve the compensation of executives (also known as say-on-pay votes), and shareholder advisory votes on the frequency of say-on-pay votes. | Download PDF >
01/24/2011
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