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GAO-11-362R 1 (2011-02-16)

handle is hein.gao/gaobadxdu0001 and id is 1 raw text is: im T V WAccountability * Integrity * Reliability United States Government Accountability Office Washington, DC 20548 B-321512 February 16, 2011 The Honorable Tim Johnson Chairman The Honorable Richard C. Shelby Ranking Member Committee on Banking, Housing, and Urban Affairs United States Senate The Honorable Spencer Bachus Chairman The Honorable Barney Frank Ranking Member Committee on Financial Services House of Representatives Subject: Securities and Exchange Commission: Shareholder Approval of Executive Compensation and Golden Parachute Compensation Pursuant to section 801(a)(2)(A) of title 5, United States Code, this is our report on a major rule promulgated by the Securities and Exchange Commission (Commission), entitled Shareholder Approval of Executive Compensation and Golden Parachute Compensation (RIN: 3235-AK68). We received the rule on January 28, 2011. It was published in the Federal Register as a final rule on February 2, 2011, with an effective date of April 4, 2011. 76 Fed. Reg. 6010. The final rule implements section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.' Section 951 requires companies to conduct a separate shareholder advisory vote to approve the compensation of executives. Section 951 also requires companies to conduct a separate shareholder advisory vote to determine how often an issuer will conduct a shareholder advisory vote on executive compensation. In addition, section 951 requires companies soliciting votes to approve merger or acquisition transactions to provide disclosure of certain golden parachute compensation arrangements and, in certain circumstances, to 1 Pub. L. No. 111-203, § 951, 124 Stat. 1376, 1899 (July 21, 2010). GAO- 11-362R

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