The Advisors' Blog

This blog features wisdom from respected compensation consultants and lawyers

June 6, 2017

Say-on-Frequency: Corp Fin Waivers This Time Around?

Broc Romanek

I started warning folks about needing to put say-on-frequency on the ballot this year as far back as this blog in August (and several times since). As could be expected, some didn’t get the “memo” and appear to have spaced.

For example, Retail Opportunity Investment Corp filed a revised proxy statement with the SEC (the original one was filed a week earlier), along with a separate cover letter saying they were sending out the new proxy to add the vote on the frequency of say-on-pay. At least they caught their mistake in time.

Back in 2011, quite a few companies forgot to amend their initial 8-Ks that reported voting results to explain the rationale for the company’s choice of frequency. It’s a strange part of the rule – so oversight of it isn’t surprising. But if a company fails to do this amendment within 150 days, it might not be considered a ‘timely’ filer.

In 2011, Corp Fin was fairly liberal in granting waivers for that oversight. Given that experience – and the publicity related to it – I imagine the Staff is not anticipating many waiver requests this time around. And they may not be amendable to granting such waiver requests…