The Advisors' Blog

– Broc Romanek, CompensationStandards.com

Here is a good reminder courtesy of this Troutman Sanders memo:

As the anxiety dies down from watching the proxy returns for the new
say-on-pay votes, it’s easy to forget that your obligations regarding
say-on-pay aren’t over quite yet. In addition to reporting the results of the say-on-pay and frequency votes within four days of the meeting, companies also are required to amend the voting results reported in their Form 8-Ks to disclose their decisions, in light of the votes, on how often say-on-pay votes will be held in the future. The amendment must be filed no later than 150 calendar days after the meeting where the frequency of say-on-pay was voted on, but in no event later than 60 calendar days prior to the deadline for submission of shareholder proposals under Rule 14a-8 for next year’s meeting. The penalty for missing this deadline can be harsh – the loss of Form S-3 eligibility as a result of the late filing.

While the natural reaction is to take a breath following the annual meeting, make sure you don’t relax too much and accidentally miss this new requirement. Also, where the board of directors has made a decision on frequency in advance of the shareholder meeting it can be included in the initial voting results Form 8-K, although that has not been the prevailing practice this year.