KMK Law Corporate & Securities Blog

The Consumer Financial Protection Act of 2010 must be reconciled with the House legislation before anything final is enacted, but here are a few of its key provisions:

On Corporate Governance

• Companies listed on a national securities exchange would have to adopt majority voting in uncontested director elections.
• The SEC would have the authority to institute mandatory proxy access for director nominations submitted by shareholders.

On Executive Compensation

• Listed companies would be required to give shareholders a non-binding “say-on-pay” vote on executive compensation.
• All compensation committee members at listed companies would have to be independent.
• Listed companies would have to adopt and disclose clawback policies for taking back up to three-years’ worth of incentive compensation.

For more on the Consumer Financial Protection Act of 2010 and how it compares to the House legislation, please see our recently-published Advisory on this subject.